TABLE 2
Region
Currency
EXW
Minimum
Order Size
Handling
fee
Pick up period
(business
days)
Daily storage
fee per pallet
per day
Restocking fee
Ex-works UK
warehouse
Pound Sterling
£1,400
£100
10
£20
25%
Ex-works UK
warehouse
Euro
$2,000
$100
10
$25
25%
Ex-works US
warehouse
US Dollar
$2,000
-
10
$25
25%
COA US warehouse
US Dollar
$1,500
-
-
-
25%
1
PAYMENT TERMS
1.1
30 Day Terms: If there is sufficient available credit on
a Customer’s account, Orders will be dispatched as
soon as practicable and, unless agreed otherwise in
writing, all invoices issued by the Company shall fall
due 30 days from date of invoice.
1.2
Proforma Terms: Full payment of proforma invoices
must be received by the Company in the form of
cleared funds within five Working Days of receipt of
the proforma invoice. Goods will be dispatched only
upon receipt of payment in full from the Customer.
The Company reserves the right to unreserve stock if
a proforma invoice remains unpaid after 15 Working
Days of receipt of the invoice.
1.3
It is the sole responsibility of the Customer to verify
the specification of made-to-order Goods as outlined
in the Order Confirmation provided to the Customer.
1.4
If a made-to-order item meets the specification
agreed to in advance on the Order Confirmation,
such Goods may not be returned or exchanged under
any circumstances.
1.5
Invoices that are not disputed within 20 days of
invoice date are conclusively deemed accurate.
1.6
Customer shall pay the undisputed portion of
the fees promptly and provide written details
specifying the basis of any dispute, to the reasonable
satisfaction of the Company.
1.7
For non-stock (made-to-order) items, a non-
refundable 50% deposit shall be payable at point of
Order, and a signed copy of the Order is required,
prior to the commencement of manufacture, unless
otherwise agreed.
2
PROPERTY AND RISK
2.1
Save where otherwise agreed or specified in this
Contract, the risk of loss or damage to the Goods
passes to the Customer upon delivery.
2.2
Any Goods delivered to the Customer remain the
property of the Company until payment in full of
all amounts due to it from the Customer have been
received by the Company.
2.3
Subject to clause 10.4, where Goods have been
provided on credit terms, the Customer may resell
or use them in the ordinary course of its business
(but not otherwise) before the Company receives
payment for the Goods. However, if the Customer
resells the Goods before it has paid the Company for
them in full:
(a)
it does so as principal and not as the Company’s
agent; and
(b)
title to the Goods shall pass from the Company
to the Customer immediately before the time at
which resale by the Customer occurs.
2.4
If, before the Customer has paid the Company for
any Goods, an event of default occurs as listed in
clause 15, then:
(a)
the Customer's right to resell the Goods as set
out in clause 10.3 ceases immediately: and
(b)
the Company may at any time:
(i)
require the Customer to deliver up all
Goods in its possession which have not
been resold; and
(ii)
if the Customer fails to do so promptly,
enter any premises of the Customer or
of any third party where such Goods
are stored in order to recover them.
2.5
If ten Working Days after the day on which the
Company notified the Customer that the Goods
were ready for delivery the Customer has not
accepted delivery of them, the Company may resell
or otherwise dispose of part or all of the Goods and,
after deducting reasonable storage and selling costs,
account to the Customer for any excess over the
price of the Goods and/or charge the Customer for
any shortfall below the price of the Goods, at the
Company’s election in its sole discretion.
3
RETURNS
3.1
The return of all Goods needs to be preauthorised by
the Company.
3.2
All returns will be at the Customer’s expense unless
the Goods are faulty.
3.3
No returns will be accepted after 28 days from the
invoice date.
3.4
Made-to-order items may not be returned unless
they are faulty or not as described.
3.5
All returned Goods that are not faulty should be in
their original unopened packaging and fit for resale.
The Company will not refund Goods whose packaging
is opened and/or which are not fit for resale in the
Company’s opinion.
4
SPARE PARTS
The Company may, in its sole discretion, hold a
selection of spare parts for discontinued products
for a limited period from the date of issued product
discontinuation, but shall have no obligation to do
so.
5
UNEXPECTED EVENTS
If the Company is prevented from carrying out its
obligations to the Customer by a cause beyond its
reasonable control, including fire, flood, storm,
failures of sub-contractors or transport, industrial
action, epidemic or pandemic, or acts of God,
TERMS AND CONDITIONS
including without limitation any COVID-19 related
disruption, the Company shall not be liable for any
failure or delay.
6
TERRITORY AND INTERNET SALES
6.1
A Customer who wishes to market and sell the Goods
digitally or online may only do so where they hold
stock of the Goods to be sold, or they display the
Goods in a physical, bricks and mortar showroom or
retail space which is accessible to the public during
normal working hours.
6.2
The use of the Company’s trademarks and other
intellectual property in marketing, digitally or
otherwise, including Online Advertisements (as
defined in 14.3 below), is strictly prohibited without
the Company’s express permission in writing, and in
all cases must adhere to the Company’s Online Brand
Guidelines as published on the Tom Dixon Trade Portal
from time to time.
6.3
The Customer shall refrain from making active sales
of the Goods to purchasers situated in a country (the
Restricted Territory) outside the country to which
the Goods are supplied (the Territory) provided the
Restricted Territory is outside the European Economic
Area. If the Restricted Territory is within the European
Economic Area, this restriction shall apply in those
Restricted Territories within the European Economic
Area which the Company has reserved to itself and/
or one of its distributors, in its sole discretion. For
these purposes, active sales shall be understood to
mean actively approaching or soliciting purchasers,
including, but not limited to, the following actions:
(a)
visits;
(b)
direct mail, including the sending of unsolicited
emails;
(c)
advertising in media, on the internet or other
promotions, where such advertising or promotion
is specifically targeted at purchasers outside the
Territory;
(d)
online advertisements addressed to purchasers
outside of the Territory and other efforts to be
found specifically by users outside the Territory,
including the use of territory-based banners
on third party websites and paying a search
engine or online advertisement provider to
have advertisements or higher search rankings
displayed specifically to users outside the
Territory (Online Advertisements); and
(e)
advertising or promotional material in any form,
or translations of the Customer’s website into a
language other than an official language of any
country forming part of the Territory, that the
Customer would not reasonably carry out but for
the likelihood that it will reach purchasers outside
the Territory.
6.4
Permitted active marketing and sales in Restricted
Territories must be in the local language and currency.
6.5
The Customer shall refrain from making active sales
of the Goods to online purchasers via third party
websites which carry their own name and logo,
including unions and market in places, such as
Amazon, eBay and Alibaba.
7
GUARANTEES AND LIABILITY
7.1
The Company will have no liability to the Customer or
any third party if the Customer does not comply in all
respects with the Company’s instructions in relation to
the product.
7.2
If the Customer immediately notifies the Company,
as soon as it becomes aware of any defect in the
Goods which appears within one year of delivery, the
Company will, at its option and in its sole discretion,
either repair or replace any Goods found to be
defective due to faulty manufacture or materials
supplied by the Company.
7.3
Where a defect has been notified, the Customer will,
if so requested by the Company, return the Goods
to the Company at the Customer’s expense. If the
Company subsequently confirms that the returned
Goods contain defects attributable to the Company,
the reasonable costs of re-delivery incurred by the
Customer will be refunded
7.4
All terms, conditions and warranties implied by law,
trade use or otherwise (including but not limited to
any warranties as to quality or fitness for purpose)
are excluded to the extent permitted by law. The
Customer, by entering the Contract, acknowledges
that the only warranties are those given expressly by
the Company in this Contract.
7.5
Under no circumstances will the Company have
any liability to the Customer for any loss or damage
(whether direct, indirect or consequential and whether
in contract or in tort) except as expressly stated in this
Contract. This shall not relieve the Company from its
legal liability for death or personal injury which is due
to the negligence of the Company
8
DEFAULT
8.1
If the Customer:
(a)
commits a breach of contract, or
(b)
fails to make a payment on the due date; or
(c)
becomes insolvent or has a receiver appointed,
the Company shall be entitled either to suspend
the supply of Goods or, at its option and in its sole
discretion, to cancel this Contract and repossess any
Goods for which payment has not been received in full.
8.2
The Company shall also have the rights set out above
if it reasonably considers that any of the events
mentioned (a), (b) or (c) above are likely to occur.
9
SEVERANCE
9.1
If any provision or part-provision of this Contract is or
becomes invalid, illegal or unenforceable, it shall be
deemed modified to the minimum extent necessary to
make it valid, legal and enforceable.
9.2
If such modification is not possible, the relevant
provision or part- provision shall be deemed deleted.
Any modification to or deletion of a provision or part-
provision under this clause shall not affect the validity
and enforceability of the rest of this Contract.
10
DIVISIBILITY CLAUSE
10.1
This Contract is divisible. Each delivery made
hereunder shall be deemed to arise from a separate
contract and may be invoiced separately. Any invoice
for a delivery shall be payable in full in accordance
with terms of payment provided for herein, without
reference to and notwithstanding any defect of
default in delivery of any other instalment. All Goods
offered by the Company are supplied expressly upon
these terms with no additions or modifications
11
GENERAL
11.1
In this Contract, a Working Day shall mean a day
other than a Saturday, Sunday or public holiday, on
which clearing banks are open for non-automated
commercial business in the City of London.
11.2
The Company has the right to sub-contract its
obligations.
11.3
This Contract shall be governed by the laws of England
and Wales and the laws of the United States of
America depending on where the transaction has been
made.
11.4
Any dispute between the parties shall be finally
determined by the courts of England and Wales and
the parties agree to submit to the jurisdiction of those
courts or by the United States Judicial System based
on location of transaction.
11.5
The price list is subject to printer’s error. The Company
disclaims any liability for typographical errors and
omissions in this price list.
TERMS AND CONDITIONS
