Terms and Conditions

Terms & Conditions of Oplan Office Furniture Ltd listed below.

1. Definitions

‘The Company’ – Means Oplan Office Furniture Ltd, 1300 Aztec West, Almondsbury, Bristol, BS32 4RX, Company number: 09915514. Oplan Office Furniture Limited is a 100% owned subsidiary of Edit Logistics Limited T/A Edit Office.
“Company’s administrative charges” means the hourly rate charged by the Company from time to time and are available upon written request.
‘Conditions’ – Means the terms and conditions of sale set out below and any special terms and conditions agreed in writing by the Company.
‘Contract’ – Means the contract for the sale of the Goods pursuant to these Terms and Conditions.
“Costs and Charges” means:
1. all amounts in respect of VAT which the customer shall additionally be liable to pay to the Company at the prevailing rate; and
2. all costs of packing, delivery, carriage and insurance which the customer shall additionally be liable to pay to the Company.
‘Customer’ – Means the entity or person that buys or agrees to buy the Goods from the Company.
‘Goods’ – Means the articles which the Customer agrees to buy from the Company.
Intellectual Property Rights means: patents, rights to invention, copyright, trademarks, business names and domain names, rights to get-up, goodwill and the right to sue for passing off, rights in designs, right in computer software, database rights, rights to use, confidential information (including know how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered, and including all applications and rights to apply for and be granted renewals, or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist, or will subsist now or in the future, in any part of the world.
‘Price’ – Means the price quoted for the Goods but, excluding the Costs and Charges.
“Sales Brochure” means the online details of “Stocked Products”, “All Products” and brochures available for download, in relation to the Goods on the Company’s website https://editoffice.
“Stocked Products” means the Goods described as Stocked Products on the Company’s website https://editoffice from time to time.
“Warranty Period” means the period for which the Goods are covered by the Warranties and are as detailed in the Sales Brochure.

2. Application of Conditions

All quotations given, all orders accepted, and all contracts entered into, are subject to these Conditions.
All other written or oral terms, conditions or warranties whatsoever are excluded from the Contract or any variation thereof unless expressly accepted by the Company in writing. No servant or agent of the Company has power to vary these Conditions orally or to make any statement or representation about the Goods, their fitness for any purpose or any other matter whatsoever.
The Customer acknowledges that by entering into a contract for the supply of Goods it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Conditions and that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Conditions.
These Conditions shall be incorporated into any Contract between the Company and the Customer to the exclusion of any terms or conditions stipulated or referred to by the Customer. Any dealings with the Company following receipt by the Customer of notice of these Conditions shall automatically be deemed acceptance thereof notwithstanding the absence of formal acknowledgement.

3. Quotations and Orders

No quotation issued by the Company shall be valid unless it is signed by a duly authorised representative of the Company. Quotations shall only be valid for the period specified therein or, if no such period is specified, for a maximum period of 30 days from the date thereof, and they may be withdrawn or cancelled by the Company at any time within any such period by written or oral notice.
Quotations are for the whole of the Goods for which quotations are given by the Company and the Company may refuse to accept any order which is not for all of the Goods forming the subject of the quotation. Subject to that, an order for Goods the subject of the Company’s quotation that is received by the Company within the period for which the quotation is valid shall constitute acceptance of the Company’s offer to supply those Goods, at the Price quoted for the Goods and including the Costs and Charges and shall be binding on the Company and there shall be a Contract for the supply and purchase of the Goods.
Subject to Clause 3.2, no order shall be binding on the Company unless it has been accepted in writing by the Company; and the Company may decline to accept any order. The Company will normally accept the Customer’s order using the Company’s Official Order Acknowledgment form. When the Company has accepted the Customer’s order there shall be a Contract for supply and purchase of the Goods.
No Contract can be cancelled or varied by the Customer except with the written consent of the Company. Such consent may be given, withheld or conditional at the Company’s absolute discretion.
The Customer shall be responsible for ensuring the accuracy of any order, including any applicable specification.
The Company reserves the right to update and/or amend any design, specification or construction of the Goods without notice to the Customer.
The Customer shall be responsible for determining the suitability of the Goods for their intended purposes.

4. Delivery

The Company shall deliver the Goods to such premises as the Company shall agree in writing at any time after the Company has notified the Customer that they are ready for delivery. If the Customer requires delivery to premises other than its own premises, the Customer must confirm this in writing using the Company’s Direct Delivery Request Form.
The Customer and the Company shall agree in writing a time and date for delivery of the Goods and the date and time of delivery is not of the essence. The Customer shall begin unloading the Goods from the Company’s vehicles within 30 minutes of the agreed delivery time. The Company shall be entitled to charge the Customer per hour or part thereof the Company’s administrative charge in force from time to time for any delay in the unloading of the Goods greater than 1hour from the agreed time of delivery of the Goods.
The Company shall use reasonable endeavours to deliver at the agreed time but, provided it has used such endeavours, shall not be liable for failure to do so. The Customer shall have no right to cancel any Contract for failure by the Company for any cause to meet any delivery time stated. The Customer shall not have any priority of supply of the Goods.
All times quoted for delivery are from the date of receipt by the Company of a written order. Alterations by the Customer in its requirements may result in delay in delivery.
The Company shall deliver as near as possible to the place of delivery agreed in writing by the Company so long as there exists a safe and adequate access thereto and so long as the delivery vehicle can park legally. The Customer is responsible in all cases for providing suitable facilities for unloading, and for effecting unloading of, the delivery vehicle and shall be responsible for loss of or damage to the Goods during the course of such unloading.
Delivery is completed on the completion of unloading of the Goods at the delivery location.
Entry of any vehicle by the Customer or its agent or entry by the Customer or its agent on to the Company’s premises, to unload or to collect the Goods shall be at the sole risk of the Customer or its agent save to the extent that any claim arises from the Company’s negligence resulting in personal injury or death.
The Company shall endeavour to comply with reasonable requests by the Customer for postponement of delivery but shall be under no obligation to do so. If the Customer requests a change in delivery date within three working days of the agreed delivery date, then the Company shall be entitled to charge an administrative fee of either 15% of the Price or the Company’s administrative charge in force from time to time, whichever is greater.
If the Customer fails to take delivery of all or part of the Goods, the Customer shall pay the Company all costs and expenses arising from such failure including without limitation a reasonable charge for storage, insurance and transportation costs and an administrative charge of either 15% of the Price or the Company’s administrative charge in force from time to time.

5. Risk and Title in Goods

Risk of loss of, damage to or deterioration in the Goods shall pass to the Customer:
1. on completion of the delivery if the Company delivers the Goods; or
2. if the Customer collects or arranges for collection of the Goods, at the time when the Goods leave the premises of the Company.
Title to the Goods or any relevant part thereof shall only pass to the Customer upon payment in full (in cash or cleared funds) of the Price and Costs and Charges and any other sums (including interest) which are due to the Company from the Customer in accord with these Conditions. Until then, title shall remain with the Company.
The Customer grants the Company, its agents and employees an irrevocable licence to enter any premises where the Goods are stored to inspect the Goods, or, where the Customer’s right to possession has terminated, to recover the Goods.
Until such time as the title in the Goods passes to the Customer, the Customer shall;-
1. keep the Goods separate from those of the Customer and third parties so that they remain readily identifiable as the Company’s property;
2. not remove, deface or obscure any identifying mark on or relating to the Goods;
3. maintain the Goods in satisfactory condition insured against all risks for its full price from the date of completion of delivery;
4. provide the Company promptly with such information and records as the Company may reasonably request in writing concerning the Customer’s financial position.
The Customer may, before title has passed to it, use the Goods or resell the Goods on its own behalf in the ordinary course of its business at full market value and, if it does so, shall hold the payment for such Goods on trust for the Company and shall immediately notify the Company in writing when it has done so. Such rights may be terminated immediately upon written notice by the Company to the Customer, and, if the Customer is then in possession of the Goods, the Company may at its sole discretion (a) direct the Customer to forthwith return such Goods to the Company at the Customer’s expense or (b) recover such Goods.
If, before title in the Goods has passed, the Customer becomes insolvent, makes or attempts to make any arrangement or composition with its creditors, or enters into liquidation, or a receiver, administrator or administrative receiver is appointed over the whole or part of its undertaking or assets then the Company shall be entitled to recover the Goods.
The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Company.

6. Prices

The Customer shall pay to the Company the Price and the Costs and Charges pursuant to clause 7.
The Company may, in the event of (a) any increase in the cost of labour, materials, overheads, transport, taxes, duties or any other costs whatsoever associated with the manufacture or delivery of the Goods and/or (b) any fluctuations in exchange rates affecting the cost of imported Goods or prices quoted other than in sterling, vary the Price of the Goods agreed in the Contract and/or the Costs and Charges.
If any alteration or modification in design, quantity, specification or other requirements in the Goods requested by the Customer is accepted by the Company, the Company shall be entitled to make an adjustment of the Price corresponding to such alteration. .
Where the Price includes the whole or part of the cost of any tooling the Customer acknowledges that unencumbered and exclusive title in such tooling shall have vested in the Company and that the Customer has no claim to or rights therein.

7. Terms of Payment

Unless otherwise agreed by a duly authorised representative of the Company in writing the Customer shall pay the Price and the Costs and Charges within 30 days from the end of month of the date of the Company’s invoice. The time for payment of the Price and the Costs and Charges. shall be of the essence. Payment will only be effected when the Company receives the full Price and the full Costs and Charges in cash or cleared funds.
The Company shall submit its invoice on or at any time after the dispatch of the Goods from the Company’s premises, save that where delivery or performance has been postponed at the request of or due to the default of the Customer, then the Company may submit its invoice for the Goods at any time after the Goods are ready for delivery or would have been ready in the ordinary course but for the request or default of the Customer.
All payments shall be made to the Company in sterling (or in such currency as has been otherwise agreed in writing) in cash or cleared funds to the Company’s nominated bank account shown on the Company’s invoice. Where Goods are delivered by instalments the Company may invoice each instalment separately and the Customer shall pay such invoice in accordance with these Conditions.
The Customer shall pay all amounts owing to the Company in full without any set off, counterclaim or other deduction.
Any failure by the Customer to pay any sums due and payable by it under the Contract when due shall entitle the Company to:
1. suspend without notice deliveries of Goods under this or any other Contract with the Customer for so long as the default continues; and/or
2. treat this Contract as repudiated by the Customer; and/or
3. cease to fulfil further orders placed by the Customer until payment in full of the outstanding amount has been received; and/or
4. recover the Goods; and/or
5. amend its terms of payment for future delivery of the Goods; and/or
6. Charge the Customer interest both before and after any judgment (calculated annually but accruing on a daily basis) on the amount unpaid, at the rate of 8% per annum above the base rate of Barclays Bank Plc from time to time, until payment in full is made.

8. Short Delivery and Defects Apparent on Inspection

The Customer shall have no claim for shortages, defects or other damage apparent on visual inspection unless the Customer:
1. inspects the Goods within 5 working days of completion of delivery of the Goods and notifies the Company of the claim orally within such period; and
2. makes a written complaint to the Company and to the carrier (if applicable) within 5 working days of completion of delivery of the Goods specifying the shortage, defect or damage; and
3. Gives the Company a reasonable opportunity to inspect the Goods and investigate any complaint before any use of or alteration to or interference with the Goods.
If the provisions of Clause 8.1 are not complied with then the Goods shall be deemed to be in all respects in accordance with the Contract and the Customer shall pay for the same accordingly. If short delivery does take place, the Customer shall not reject the Goods but shall accept the Goods delivered as a part performance of the Contract.
The Customer shall have no claim for non-delivery unless a written complaint is made to the Company within 5 days of the date of the Company’s corresponding invoice or advice note.
If the Company is satisfied that the defect or damage notified in accordance with Clause 8.1 is not due to damage in transit or due to the acts or omissions of the Customer or any third party, the Company shall at its option repair or replace free of charge and within a reasonable time any Goods lost in transit or found to be defective or damaged on visual inspection. The Customer shall accept such repaired or replacement Goods and the Company shall be under no further liability in respect of any loss or damage whatsoever arising from the initial delivery or lack of delivery or from any delay before the defective Goods are repaired or the replacement Goods are delivered. The Company may, within 14 days of receiving written notice of the damage or defect in accordance with Clause 8.1 (or 30 days if the Goods are situated outside the United Kingdom) inspect the relevant Goods. If, in the Company’s reasonable opinion, such defect or damage is due to damage in transit or due to the acts or omissions of the Customer or any third party, the Customer shall be liable for all costs and expenses incurred by the Company in investigating the Customer’s complaint concerning the Goods and the Company shall have no liability for the defect or damage.

9. Return of Goods

The Company will not accept the return of Goods as “No longer required” unless:-
1. The Goods are Stocked Products, and
2. under the value of £1,000 excluding VAT; and
3. the request to return the Goods is made within 28 days of delivery.; and
4. the Goods are returned at the Customer’s expense; and
5. are returned in the Goods original packaging and upon inspection by the Company found to be in a good and resalable condition.
In the event that Goods are returned pursuant to the terms of clause 9.1 a credit will be issued to the Customer equivalent to the Price but subject to a 20% re-stocking fee deduction of the Price with a minimum stocking fee of £50.00 being charged.

10. Acoustic Pods

To maintain the validity of all warranties on Acoustic Pods, servicing must be carried out at six-month intervals. Given the nature of the product, including its construction and moving components, such servicing is required to ensure all fixings and parts remain secure and fully operational.

11. Warranty

The respective warranty periods for different Goods and parts thereof shall be as set out the Company’s Sales Brochure current at the time that the Contract is entered into. Some products such as seating may carry an overall warranty on the main chair and moving parts but fabrics will fall into different warranty depending on fabric selection etc.
The Company warrants that the Goods and/or the parts of the Goods will, for the applicable Warranty Period starting from completion of delivery, when properly stored, transported, installed and used, shall be in accord with any specification detailed in the Sales Brochure or otherwise specifically agreed by the Company in writing. All other representations, warranties or conditions as to quality, description, fitness for purpose or otherwise (whether express or implied, statutory or otherwise) are excluded to the fullest extent permitted by law.
If the Goods or parts of the Goods do not comply with the warranty in Clause 9.2, the Company shall at its option repair or replace free of charge and within a reasonable time any such defective Goods or parts thereof. The Customer shall accept such repaired or replacement Goods or parts thereof and the Company shall be under no further liability in respect of any loss or damage whatsoever arising from the breach of such warranty.
The Company may, within 14 days of receiving written notice that the Goods do not comply with the warranty in Clause 9.21 (or 30 days if the Goods are situated outside the United Kingdom) inspect the relevant Goods. If, in the Company’s reasonable opinion, the Customer is unable to establish breach of such warranty, the Customer shall be liable for all costs and expenses incurred by the Company in investigating such alleged breach.
For NV and Narrative seating operated on a normal 8-hour day basis, components are guaranteed for 10 years and upholstery material for 5 years. For use in excess of 8 hours per day, these guarantee periods are reduced to 5 years and 2 years respectively.
For all other seating operated on a normal 8-hour day basis, components are guaranteed for 5 years and upholstery material for 2 years. For use in excess of 8 hours per day, these guarantee periods are reduced to 2 years and 1 year respectively.

12. Liability

Subject to clause 11.3 the Company shall not be liable to the Customer , whether in contract, in tort (including negligence) misrepresentation, restitution , or otherwise, for any loss of profit, revenue, savings, goodwill, business or other financial loss of any kind, or for any indirect or consequential loss whatsoever arising out of or in connection with the Contract.
If, despite provisions in the Contract which purport to exclude or limit the Company’s liability, the Company is found liable, then the Company’s liability, for breach of contract, in tort (including negligence) or otherwise, shall be limited to the sums paid for the Goods in connection with which such liability arises.
Nothing in the Contract shall operate to exclude or limit the Company’s liability for:
1. death or personal injury caused by its negligence or the negligence of its employees, or agents;
2. Fraud or misrepresentation any matter in respect of which it would be unlawful for the Company to exclude liability.

13. Intellectual Property

The Customer shall indemnify the Company from and against all actions, claims, costs and proceedings which are brought or threatened against the Company by a third party arising from the manufacture of the Goods to any drawing or specification supplied by the Customer.
All Intellectual Property is reserved to the Company. In particular, and without limitation, all copyright, design right and other rights in and relating to any of the foregoing produced by the Company specifically for the Customer shall belong to and vest in the Company absolutely and exclusively. The Customer shall not reproduce, sell, loan, exhibit, publish or give away any such designs, specifications, drawings, documents or other items or information without the prior written consent of the Company and the Customer shall not use them in any way except in relation to the Goods in respect of which they are issued.

14. Force Majeure

The Company shall not be under any liability to the Customer in respect of any failure to perform or delay in performing any of its contractual obligations to the Customer to the extent that such failure or delay is caused by circumstances beyond the Company’s reasonable control, including without limitation any failure on the part of any supplier to the Company to discharge its obligations to the Company on time.

15. Termination

The Company may terminate the Contract by written notice to the Customer having immediate effect if:
1. the Customer becomes insolvent, makes or attempts to make any arrangement or composition with its creditors, or enters into liquidation, or a receiver, administrator or administrative receiver is appointed over the whole or part of its undertaking or assets; or
2. the Customer fails to pay when due any sum payable to the Company under the Contract.
Termination of the Contract shall not affect any right or obligation of either party accrued prior to termination.

16. Notice

Any notice required or permitted to be given by either party to the other under these Terms and Conditions shall be in writing addressed to the other party:
1. at its registered office or principal place of business and if delivered by hand at the time the notice is left at the registered office, or by first class post at 9.00am on the second Business Day after posting
2. by fax will be deemed received when sent, subject to issue of a valid transmission slip. Notices served from outside the UK must be sent by fax.

17. Severance

If any provision of the Contract is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the Contract and the remainder of the provisions in question shall not be affected thereby.

18. Third Party Rights

Nothing in the Contract is intended to confer any benefit on any third party, whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise, and no third party shall have the right to enforce any rights under the Contract, except where otherwise agreed in writing.

19. Waiver

Any waiver by the Company of any breach by the Customer of any provision of the Contract shall only be effective if in writing and shall not be deemed to be a waiver of any later breach or default. A delay or failure to exercise any right or remedy does not waive that or any other right or remedy or prevent or restrict the further exercise of that or any other right or remedy.

20. Assignment

The Customer shall not assign any or all of its rights or obligations under the Contract.

21. Divisibility Clause

This contract is divisible. Each delivery made hereunder shall be deemed to arise from a separate contract and shall be invoiced separately; any invoice for a delivery shall be payable in full in accordance with the terms of payment provided for herein, without reference to and notwithstanding any defect of default in delivery of any other installment.

22. Governing Law

The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in all respects in accordance with the Law of England and Wales.

23. Jurisdiction

The Company and the Customer irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.