1. GENERAL 
(a) TCS, hereinafter referred to as TCS, provide all quotations and accept all orders for the supply of furniture and goods as detailed in any quotation and/or order subject only to the terms and conditions which follow and to the exclusion of all other guarantees, conditions and warranties (including any as to quality and fitness for any particular purpose) whether express or implied by statute or common law or otherwise. In the event of a purchaser’s order containing conditions such conditions are only binding insofar as they are not inconsistent with TCS’s terms and conditions as herein set out. 

(b) No additions to or variations from TCS acknowledged price or terms and conditions shall have effect unless such variation or addition is expressly accepted by TCS in writing under the hand of a Director. TCS employees or agents are not authorised to make any representations unless confirmed by a director of the company in writing. On ordering any goods and furniture and being accepted by TCS the Purchaser acknowledges that the contract is entered into incorporating the terms and conditions herein set out and it does not rely on and waives any claim for breach of any such representations which are not so confirmed.

(c) Catalogues, price lists and other advertising matter shall not form part of any contract between TCS and the purchaser. Any typographical, clerical or other error, or error of omission in any sales literature, quotations, price list or any other document or information issued by TCS shall not be binding on TCS and shall be subject to correction without liability to TCS as vendor or provider.

(d) No claims for loss or damage to furniture and goods, materials and purchaser’s property, claims for bad workmanship (save as set out below) or claims for furniture and goods invoiced but not received, will be considered unless TCS is advised in writing within 3 days from the date of final invoice. In the event that a purchaser fails to give the appropriate notice and does not notify TCS in writing within the specified three day period, the purchaser’s claim will deem to have been waived and the Purchaser will be barred from making any further or other claim in respect thereof.


(e) TCS furniture is guaranteed for a period of five years against any defects resulting from faulty materials or workmanship, or for three years in the case of moving parts, provided that:

i)The furniture and goods have not been subjected to any unauthorised repair or misused, abused or altered in any way whatsoever.

ii) The furniture and goods have been properly installed, connected and assembled (if such works were not carried out by TCS).

iii) Any fault or defect with the furniture and/or goods is notified in writing within three days of becoming evident.

iv) The furniture and goods are returned appropriately packaged, carriage paid, to TCS, unless expressly agreed otherwise by TCS.
v) TCS shall be under no liability in respect of any defect arising from wear and tear, wilful damage, negligence, abnormal usage or working environment, or failure to follow the manufacturer’s or other provider’s instructions whether oral or in writing.

vi) TCS shall be under no liability with regard to any warranty or guarantee if the total price of the furniture and goods was not paid by the due payment date as specified in the TCS written acceptance of the said order.

vii) Subject as expressly provided for in these Terms and Conditions and except where the Furniture and goods are sold to a person dealing as a consumer (within the meaning of the Unfair ContractTerms Act 1977) all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

viii) References to Purchaser shall mean in these terms and conditions the company entity or individual ordering goods and furniture from TCS.

2. QUOTATIONS.

Orders placed upon a quotation which has not been previously withdrawn are subject to confirmation that TCS accepts the same. Unless otherwise stated all prices quoted are deemed to be exclusive of VAT. TCS reserves without liability, the right to at any time, reduce or withdraw discount terms and/or credit account facilities without notice, reference or explanation to the Purchaser.

3. PRICES.

TCS shall use reasonable endeavours to maintain prices quoted and/or detailed on their order acknowledgement, but must reserve the right to increase quoted prices according to any increases in costs which take effect between acceptance and delivery/completion of the order or that part of the order remaining undelivered/incomplete at the time of such increase. In the event that the quoted price includes elements of work in relation to which TCS has been unable, for whatever reason, to carry out a site survey, or in the event that TCS is required to carry out additional work not detailed in the original quotation, TCS reserves the right to amend the quoted price accordingly whereupon the price payable by the Purchaser in relation to the goods and furniture shall be adjusted accordingly.

4. TERMS OF PAYMENT.

Payment shall be made to TCS at the time and in the manner stated in the TCS quotation or if no such time and manner are stated then within 30 days of the date of invoice. In all cases the prices quoted by TCS are strictly net. In the event of non-payment of the price quoted, TCS reserve the right to claim statutory interest (8% p.a. over Bank of England base rate), compensation and to recover debt recovery costs as provided for under the Late Payment of Commercial Debts (Interest) Act 1998 and the Late Payment of Commercial Debt Regulations 2002. Prompt settlement discounts are subject to payment within the terms set out herein or as specified in any quotation or special terms offer. TCS reserve the right to re-invoice for the full prediscounted price in the event of late or non-payment. The Purchaser shall not be entitled to withhold payment as a result of any claim it may have against TCS and the Purchaser may not claim any right of set off.

5. DELIVERY/COMPLETION.

TCS will use reasonable endeavours to deliver/complete promptly but TCS shall be under no liability whatsoever for delay in estimated delivery/completion times or failure to deliver/complete from any cause, nor for any loss or damage arising therefrom. TCS reserve the right to make partial delivery or deliveries by instalments and to invoice for such deliveries as are made. In no event will TCS be liable for any action of the purchaser’s employees assisting in delivery. The purchaser will indemnify TCS against all claims, proceedings, demands and costs arising therefrom.

6. OWNERSHIP OF FURNITURE AND GOODS.

(a) The title and property in all furniture and goods and materials supplied by TCS does not pass to the Purchaser and/or Purchaser until payment in full (for all furniture and goods whatsoever supplied) has been received therefor by TCS, and risk in respect of such furniture and goods passes to the purchaser from the moment of delivery to the purchaser’s nominated location.
(b) Until title in furniture and goods passes, the purchaser shall hold the furniture and goods as bailee for TCS. These furniture and goods must be stored separately from all other furniture and goods, and be clearly marked as being the property of TCS.
(c) If payment of account is overdue (time being of the essence) or the purchaser becomes insolvent, commences winding up procedures, commits an act of bankruptcy or has a Receiver or administrator appointed, TCS may immediately reclaim and recover the furniture and goods, if necessary by entering any premises owned or occupied by the purchaser.
(d) If the purchaser sells the furniture and goods before title to these furniture and goods passes to him the sale shall be made by the purchaser as fiduciary agent on behalf of TCS. The monies due to TCS for payment of furniture and goods from such sale must be kept separate to other monies and be clearly denoted as monies held in trust on behalf of TCS. Regardless of such agency the purchaser has no right to bind TCS and shall, as between the purchaser and his customers, act as principal.

7. EXCLUSIONS.

Liability is expressly excluded in regard to equipment not manufactured by TCS or procured on behalf of the purchaser from a specialist supplier except to the extent that any benefit is obtainable from the written guarantee of such a supplier or enforceable by TCS without legal or other expenses whatsoever and the benefit obtained shall be passed to the purchaser. If furniture and goods are to be manufactured or provided in accordance with a design/specification provided by the purchaser, the purchaser shall indemnify TCS against all loss, damage, costs, expenses and liability in connection with such design/specification. TCS shall be under no liability in respect of any defect in the furniture and goods or lack of fitness for purpose arising from any drawing, design or specification supplied by the Purchaser.

8. CANCELLATION/DELAY.

Orders cannot be cancelled except with TCS’s consent and on terms which will indemnify TCS against all loss. If a purchaser extends or delays a contract or part thereof or fails to accept delivery of any furniture and goods at the time agreed, or when notified that the furniture and goods are available to be delivered, then the purchaser will be liable for any and all losses incurred by TCS, including disruption, loss of profit, storage costs, additional transport and handling costs resulting from the purchaser’s actions. If a purchaser delays receipt of delivery of any furniture and goods in excess of seven days from the date agreed, or when notified that the furniture and goods are available to be delivered, the furniture and goods will be invoiced, and payment in full shall be made by the Purchaser thirty days thereafter. For the avoidance of doubt, once delivered to the Purchaser at the address notified by the Purchaser to TCS or to the Purchaser’s address specified on any quotation or order for such furniture and goods cannot be cancelled.

9. FORCE MAJEURE.

If TCS is unable to perform any part of the order made by the Purchaser for a reason of force majeure or any other reason outside their reasonable control, TCS shall be entitled to charge the purchaser for any additional time, cost or expense incurred as a result thereof and where TCS is unable to perform any part of the contract for any such reason for a period of more than one week, TCS shall be entitled to postpone its performance of the contract until such time as it is reasonably able to recommence the contract.

10. TERMINATION.

In the event that the purchaser fails to observe or perform any of their obligations under the terms of the contract, TCS reserve the right to terminate the contract forthwith by service of written notice of termination to the purchaser.

11. CONSEQUENTIAL LOSS.

TCS shall not be liable to the purchaser by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever(and whether caused by the negligence of TCS, its employees or agents or otherwise) which arise out of or in connection with the supply of the furniture and goods or their use or resale by the purchaser, except as expressly provided in these conditions.

12. THIRD PARTY CLAIMS.

If any claim is made against the purchaser that the furniture and goods or services infringe or that their use, resale or provision infringes the patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person, any liability of TCS to the purchaser shall be subject to TCS being given full control of any proceedings or negotiations in connection with any such claim including the payment or settlement thereof.

13. EXPERTISE.

The Purchaser hereby undertakes not to offer employment to or to employ or otherwise contract either directly or through a third party for the services of any existing employee of TCS or any former employee of TCS who has been an employee within the six months prior to being offered the employment or arrangement whereby the former employee of TCS would provide service to or for the Purchaser, without first obtaining the consent of TCS whether or not such employee has worked or served directly the needs of the Purchaser whilst he or she was an employee of TCS. If the Purchaser breaches the preceding provision TCS shall be entitled to demand and be paid liquidated damages by the Purchaser. Such sum to be determined by an arbitrator appointed by the Chartered Institute of Arbitrators.

14. DISPUTE PROCEDURE:

Any dispute arising out of or in connection with these terms and conditions shall be referred to and finally resolved by arbitration under the Controlled Cost Rules of the Chartered Institute of Arbitrators, and these Rules are deemed to be incorporated herein.

15. RIGHTS.

Failure by TCS to enforce any of the contract terms cannot be construed as a waiver of any of its rights under this contract. No waiver by TCS or any breach of the Contract by the Purchaser shall be considered as a waiver of any subsequent breach of the same or any other provision. If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

16. GOVERNING LAW.

The Laws relating to England shall apply to any quotation or order and the terms and conditions specified herein shall be construed and operate under English Law.

Terms and Conditions of Sale, revised October 2022