1.1. These conditions of Sale apply to all contracts for the sale of goods and/or the supply of services
entered into by Tribe Furniture Limited (“the Company”). They apply in preference to and supersede
any terms referred to, offered, or relied on by either party whether in negotiations or at any stage in
the dealings between the Company and the Client with reference to the Goods and/or the Services.
Nor will the Company be bound by any standard or printed terms furnished by the Client in any of its
1.2. The terms defined in the Order Form shall apply in these Conditions, which are subject to any
Special Terms stated in the Order Form.
1.3. This contract constitutes the entire agreement between the parties relating to its subject
matter. Each party acknowledges that it has not entered into the contract on the basis of, and does
not rely on, any representation, warranty or other provision that is not expressly included in the
contract. The contract may only be varied in writing, under the signature of both parties or their
authorised representatives. No delay or omission of either party in exercising any right or remedy in
whole or in part shall be construed as a waiver of it, or operate so as to limit or preclude any further
or other exercise of it.
2.1. All descriptions of the Goods are given by way of identification only and the use of any such
description shall not constitute a sale or description. The Company maintains a policy of continuous
product improvement, and reserves the right to alter specifications without notice at any time
2.2. If a sample of the Goods has been exhibited to and inspected by the Client the contract shall not
constitute a sale by sample.
2.3. Subject as above, the Company shall replace the Goods free of charge upon written notification
by the Client within 7 calendar days of delivery if they are found to be materially different from
those ordered, of proven defective workmanship (with evidence of the same) or of a significantly
and materially lesser quality than that specified by the Company in writing or subsequent to the
3.1. Any services described in the Order Form shall be provided by the Company to the Client at the
Price specified for those Services in the Order form or as may be agreed between the Company and
3.2. Where the exact specification of the Goods, or of goods to be supplied by a third party in
relation to which the Company is providing the Services, remains to be determined, the Client shall
provide as soon as reasonably practical all detailed specifications, measurements, and descriptions
of its requirements as the Company may require to the Company or as it may direct. Within a
reasonable time frame from when the Company receives any such required third party information
from the Client as specified in this clause 3.2, the Company shall submit its proposal (including
estimated costings) to the Client. Following receipt of the Client’s instructions in relation to the
proposal (which in any event shall be no later than 7 calendar days from the date on which the
Company submitted the proposal to the Client for approval), the Company shall prepare a fresh
proposal as above if necessary, or shall proceed with the provision of the Services and/or supply of
the Goods as ordered.
3.3. The Company will only be liable in respect of installation work carried out by itself, its
employees, agents, or sub-contractors, but will not be so liable in any case where there are direct
contractual relations between the Client and an installing party other than the Company. In any
event the Company’s liability for installation work shall be limited to the correction of any failure to
use reasonable skill and care and always subject to clause 10.1. The Client shall be responsible for
the safety of the personnel of the Company or of its sub-contractors whilst on the Client’s premises,
shall comply with all relevant statutory requirements and shall maintain adequate insurance in
relation to the Services being supplied and the Goods being installed.
4.1. The Company will deliver the Goods to the Delivery Address in normal working hours (Mon-Fri
9am–5pm) by any method of transport at the Company’s option and shall (if included in the
Services) install them or arrange for their installation there. The Client shall pay any applicable
delivery charge incurred by the Company, which shall be added to the Price. The Company may
make part deliveries.
4.2. If a Delivery Date is specified the Company will aim to despatch the goods by then, but does
not guarantee to do so. Time of delivery shall not be of the essence of the contract.
4.3. The Company shall not be liable for any damage, loss, non-delivery or shortage of the Goods
whilst in transit unless the Client gives written notification of the claim to the Company (with
evidence of the same provided to the Company) within 7 calendar days of delivery, or within such
time as the Company may notify to the Client is sufficient to enable the Company to comply with its
carrier’s requirements for claims.
4.4. The Company shall not be liable for any non-delivery of part of any consignment of the Goods
unless the Client gives written notification of the claim to the Company (with evidence of the same
provided to the Company) within 7 calendar days of delivery of the rest of the consignment.
4.5. If any delay is caused by the Client then the Client will be liable for any additional storage,
warehousing, handling, loading and unloading costs and any other costs or losses suffered by the
Company as a result of the Client’s delay. If delivery is delayed by any cause beyond the reasonable
control of the Company a reasonable extension of time for delivery shall be granted and the Client
shall pay such reasonable extra charges and costs which have been caused by or arisen from such
delay. Alternatively, the Company may cancel the Contract, in which case it shall refund to the Client
the full amount of the Price paid at the date of cancellation subject to any deductions for all
reasonable charges and costs incurred by the Company due to such cancellation of the Contract by
5.1. Any price(s) stated in the Order Form or otherwise notified by the Company or agreed by the
parties are based on costs currently prevailing in respect of the Goods and/or Services stated. Any
increase in prices due to the Client’s requirements shall be paid by the Client. Any increase in prices
due, in the opinion of the Company, to a material increase in costs to the Company may, at the
Company’s sole discretion, be passed onto the Client by an increase in the price.
5.2. All prices are exclusive of VAT, except where expressly stated otherwise.
6.1. Payment terms are as stated in the order form. Unless otherwise specified in the order form, a
deposit of 70% of the estimated total price, including VAT, is payable upon placement of the order.
The balance of the actual price is payable within 7 calendar days of delivery of the goods supplied,
with part payments being due in respect of part deliveries as the Company may require.
6.2. If payment of the Price or any part of it is not made by the due date, the Company shall be
entitled to charge interest on the outstanding amount, (both before and after any judgement) at the
rate of 3% per annum above the Base Rate from time to time of Barclays Bank Plc accruing daily.
7.1. The risk in the Goods shall pass to the Client upon delivery.
7.2. The legal ownership of the Goods shall not pass to the Client until the Price, and any other
indebtedness of the Client of the Company, has been paid in full.
7.3. Until then the Client shall:
7.3.1. Hold the Goods in a fiduciary capacity as the Company’s bailee;
7.3.2. Store the goods separately, so that they may be readily identified as the Company’s
7.3.3. Adequately insure the Goods;
7.3.4. Upon demand, return the Goods to the Company or allow the Company access to any
premises where they may be stored in order to recover them;
7.3.5. Not resell the Goods, except in the ordinary course of its business, in which case it
shall hold the proceeds of sale upon trust, pay them into a separate identified account, and
account to the Company for them upon demand.
8.1. All design rights, copyright, patent rights and other intellectual property rights in all designs,
drawings, goods or documents produced or supplied by the Company shall be owned by the
Company, even if such designs, drawings, goods or documents have been commissioned by the
8.2. Any such rights in all designs, drawings, goods or documents produced, supplied, or made
available by the Client shall remain the property of the Client, and the Client warrants that the Client
has title in such designs, drawings, goods or documents, except as expressly disclosed in writing by
the Client. The Client agrees to indemnify the Company against any claims by third parties in respect
of infringement of any intellectual property rights.
8.3. The Client shall not remove, alter, deface or tamper with any of the trade or other marks, names
or numbers affixed to or marked on the Goods, or allow anyone else to do so.
9.1. Should a Contract be cancelled by the Client before delivery the Company will charge 5%
administration costs and any manufacturer and/or other associated costs the Company incurs as a
result of the Client’s cancellation of the Contract.
9.2. The Client may not return any Goods which comply with the contract unless the Company
agrees to accept their return within 7 calendar days of delivery. In such a case the Client shall pay
the full return delivery charges, and a cancellation fee of 15% of the Price, both of which may be
deducted from the Deposit, and the Company shall refund the balance (if any).
10.1 The total liability of the Company to the Client under this Contract, except any such limitation
or exclusion of liability that is prohibited by law, shall be limited to the Price (excluding VAT) only.
10.2 No proceedings or action may be commenced for breach of this Contract after the expiry of 12
months from the date of this Contract.
11.1 The Company or the Client may at any time notify the other of its intention to refer a dispute or
difference arising under or out of this Contract to adjudication. Such adjudication shall comply with
the requirements of the Housing Grants, Construction and Regeneration Act 1996 and be conducted
in accordance with the provisions of the Scheme for Construction Contracts (England and Wales)
Regulations 1998 (and any amendments thereto).
11.2 This Contract and any dispute or claim arising out of or in connection with this Contract or the
subject matter or formation of this agreement (including non-contractual disputes or claims) is
governed by and is to be construed in accordance with English law.
11.3 The Company and the Client irrevocably agrees that the courts of England shall have exclusive
jurisdiction to settle any dispute that may arise out of or in connection with this agreement
(including non-contractual disputes or claims), provided that either party may bring proceedings in
any other court or jurisdiction for the purposes of the enforcement or execution of any judgment or
12. 1 Nothing in this Contract confers any rights on any person (other than the parties to this
agreement and their permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
13.1 Each provision of this Contract is distinct and severable from the others. If at any time one or
more of those provisions is or becomes invalid, unlawful or unenforceable (whether wholly or
partly), the validity, lawfulness and enforceability of the remaining provisions (or the same provision
to any other extent) shall not be affected or impaired in any way.
13.2 If any provision of this Contract is or becomes invalid, unlawful or unenforceable (whether
wholly or partly) but the provision would be valid, lawful or enforceable if deleted in part, then the
provision shall apply with the minimum deletion necessary to make the provision valid, lawful and
13.3 The Company and the Client may agree to amend this Contract in order to ensure the terms of
this agreement are valid, lawful and enforceable.
14.1 This Contract and the documents referred to or incorporated in it (which for the avoidance of
doubt includes the Order Form and any Special Terms of the Order Form) constitute the entire
agreement between the Company and the Client relating to the subject matter of this Contract and
supersede and extinguish any prior drafts, agreements, undertakings, representations, warranties
and arrangements of any nature whatsoever, whether or not in writing, between the Company and
the Client in relation to the subject matter of this Contract.
15.1 The Client shall not assign any of its rights under this Contract without the Company’s prior