WALDRON OFFICE FURNITURE LTD. STANDARD TERMS AND CONDITIONS FOR THE SALE OF GOODS AND SERVICES

1. INTERPRETATION

1.1 The definitions and rules of interpretation in this condition apply in these conditions.
Buyer: the firm or company who purchases the Goods and/or Services from the Company.
Collection: the collection of the Existing Goods by the Company from the Collection Point.
Collection Point: the place where Collection of the Existing Goods is to take place under condition 10, being a suitable ground floor area either at the Buyer’s place of business or other agreed place.
Company: Waldron Office Furniture Limited. Registered in England No. 4610614
Contract: any contract between the Company and the Buyer for the sale and purchase of the Goods and/or Services, incorporating these conditions.
Delivery: the delivery of the Supplied Goods by the Company to the Delivery Point.
Delivery Point: the place where Delivery of the Supplied Goods is to take place under condition 4, being a suitable ground floor area either at the Buyer’s place of business or other agreed place.
Existing Goods: any of the Buyer’s existing goods agreed in the Contract to be refurbished or repaired by the Company (including any part or parts of them).
Goods: any new goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them).
Services: any services supplied to the Buyer by the Company (including refurbishment of the Existing Goods, space planning, assembly and installation) whether undertaken at the Buyer’s or Company’s place of business.
Supplied Goods: Goods or such other refurbished or repaired Existing Goods as fall to be delivered in the provision of the Services (including any part or parts of them)
1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3 Words in the singular include the plural and in the plural include the singular.
1.4 A reference to one gender includes a reference to the other gender.
1.5 Condition headings do not affect the interpretation of these conditions.

2. APPLICATION OF TERMS

2.1 Subject to any variation under condition 2.3, the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer's purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 Any variation to these conditions and any representations about the Goods and /or Services shall be ineffective unless expressly agreed in writing and signed by a director or authorised person of the Company. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this condition shall exclude or limit the Company's liability for fraudulent misrepresentation.
2.4 Each order or acceptance of a quotation for Goods and/or Services by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy Goods and/or Services subject to these conditions.
2.5 No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods and/or Services to the Buyer.
2.6 An accepted order may only be cancelled or varied with the Company’s consent and the Company may charge a cancellation fee of up to 75% of the price for the Goods and/or Services.
2.7 The Buyer shall ensure that the terms of its order are complete and accurate.
2.8 Any quotation is given on the basis that no Contract shall come into existence until the Company despatches an acknowledgment of order to the Buyer. Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.

3. DESCRIPTION

3.1 The quantity and description of the Goods and/or Services shall be as set out in the Company's specification included in the Company’s quotation.
3.2 In all cases the Buyer shall satisfy itself that the specification is correct and accurately describes its requirements prior to placing an order or accepting a quotation for Goods and/or Services pursuant to condition 2.4.
3.3 Whilst the Company takes every precaution in the preparation of its brochures, websites, catalogues, technical circulars, price lists and its or manufacturers other literature provided to the Buyer are for the buyers general guidance only and the particulars contained in them shall not constitute representations by the Company shall not form part of the Contract.

4. DELIVERY

4.1 Delivery of the Supplied Goods to the Delivery Point shall be at the Company’s expense unless otherwise stated by the Company.
4.2 The Buyer shall provide at the Delivery Point at the time of Delivery and at its expense, adequate and appropriate equipment and manual labour for assisting with the unloading of the Supplied Goods. In doing so, the Buyer shall not cause any delay to the Company.
4.3 Any dates specified by the Company for Delivery of the Supplied Goods are intended to be an estimate and time for Delivery shall not be made of the essence by notice. If no dates are so specified, Delivery shall be within a reasonable time.
4.4 If for any reason the Buyer fails to accept Delivery of any of the Supplied Goods when they are ready for Delivery, or the Company is unable to deliver the Supplied Goods on time because the Buyer has not appointed a receiving agent or provided appropriate instructions, or documents, or appropriate equipment and manual labour for unloading the Supplied Goods:-
(a) risk in the Supplied Goods shall pass to the Buyer (including for loss or damage caused by the Company's negligence);
(b) the Supplied Goods shall be deemed to have been delivered or collected;
(c) the Company may store the Supplied Goods until Delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage insurance and re-delivery charges); and
(d) the payments due under the Contract shall not be delayed.
4.5 The Company may deliver the Supplied Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with condition 8.
4.6 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.

5. NON-DELIVERY

5.1 The quantity of any consignment of Supplied Goods as recorded by the Company on despatch from the Company's place of business shall be conclusive evidence of the quantity received by the Buyer on Delivery unless the Buyer can provide conclusive evidence proving the contrary.
5.2 The Company shall not be liable for any non-delivery of Supplied Goods (even if caused by the Company's negligence) unless the Buyer gives written notice to the Company of the non-delivery within 7 days of the date when the Supplied Goods would in the ordinary course of events have been received.
5.3 Any liability of the Company for non-delivery of the Supplied Goods shall be limited to delivering the Supplied Goods within a reasonable time.

6. RISK/TITLE

6.1 The Goods are at the risk of the Buyer from the time of Delivery.
(a) Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:-
(b) the Goods; and
(c) all other sums which are or which become due to the Company from the Buyer on any account.
6.2 The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
(a) any sale shall be effected in the ordinary course of the Buyer's business at full market value and the Buyer shall hold such part of the proceeds of sale as represents the amount owed by the Buyer to the Company on behalf of the Company and the Buyer shall account to the Company accordingly; and
(b) any such sale shall be a sale of the Company's property on the Buyer's own behalf and the Buyer shall deal as principal when making such a sale.
6.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:-
(a) hold the Goods on a fiduciary basis as the Company's bailee;
(b) store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company's property;
(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
(d) maintain the Goods in satisfactory condition and keep them insured on the Company's behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall produce the policy of insurance to the Company.
6.4 The Buyer's right to possession of the Goods shall terminate immediately if:-
(a) the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
(b) the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
(c) the Buyer encumbers or in any way charges any of the Goods.
6.5 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
6.6 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer's right to possession has terminated, to recover them.
6.7 Where the Company is unable to determine whether any Goods are the goods in respect of which the Buyer's right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.
6.8 On termination of the Contract, howsoever caused, the Company's (but not the Buyer's) rights contained in this condition 6 shall remain in effect.

7. PRICE

7.1 Subject to condition 2.8:-
(a) the price for the Goods shall be the price set out in the Company's price list published on the date of Delivery or deemed delivery; and
(b) the price for the Services shall be the price agreed between the parties at the time the order is accepted by the Company.
7.2 Where the Supplied Goods include components which have been bought in at prices fixed in currencies other than pounds sterling the Company reserves the right to add a surcharge to cover the cost of currency fluctuations.
7.3 The Company reserves the right to amend the price for the Goods and/or Services as a result of any of the following:-
(a) Any variations made to the specification at the request of or with the agreement of the Buyer, for example under condition 10.1 (d) or (f);
(b) Any suspension or delay of site work for reasons outside the control of the Company;
(c) Any failure of the Buyer to comply with any other clause of these conditions for which it is responsible;
(d) Any quantities of material supplied or labour involved additional to that set out in the quotation; and
(e) Any manufacturer’s carriage charges for fabrics and other components included in the Goods.
7.4 The price for the Goods and/or Services shall be exclusive of any value added tax.

8. PAYMENT

8.1 The Buyer shall be invoiced for the Supplied Goods on the day after Delivery or deemed delivery, and/or shall be invoiced for the Services (where the Services are not the refurbishment of Existing Goods) on the day after performance of the Services.
8.2 Where Delivery is by instalments, the Buyer shall be invoiced for each separate instalment on the day after Delivery of each instalment.
8.3 Depending on the nature of the Goods and/or Services and the duration of the Contract, the Company reserves the right to require a deposit with the order.
8.4 Subject to condition 8.8, the Buyer shall pay each invoice submitted to it by the Company in pounds sterling on receipt of the invoice.
8.5 Payment may be made either in person at any of the Company’s offices, by post to the Company’s registered office, directly into the Company’s designated bank account, or by credit or procurement card.
8.6 Time for payment shall be of the essence.
8.7 No payment shall be deemed to have been received until the Company has received cleared funds.
8.8 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.
8.9 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.
8.10 If the Buyer fails to pay the Company any sum due pursuant to the Contract within 30 days of the invoice date, the Buyer shall be liable to pay interest to the Company on such sum from that date at the annual rate of 8% above base rate from time to time of the Bank of England accruing on a daily basis until payment is made, whether before or after any judgment. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
8.11 Where payment is to be by instalments the Company shall not be bound to take any step in performance of the Contract until the Buyer has paid the deposit or first instalment and if the Buyer shall fail promptly to pay the second or any subsequent instalment the Company shall be entitled to suspend or terminate its performance of the Contract and to call on the Buyer to furnish a bank guarantee for the due payment of the outstanding balance of the price.

9. CREDIT LIMIT

9.1 The Company may set a credit limit for the Buyer. The Company reserves the right to refuse a quotation accepted, or order placed, by the Buyer should the value of the Goods and/or Services to be supplied cause the Buyer’s credit limit to be exceeded or if the Buyer’s credit limit is already exceeded, whether or not the Buyer is aware of such credit limit.

10. REFURBISHED GOODS
10.1 If the Company undertakes to refurbish or repair the Existing Goods the following additional terms shall apply:-
(a) Collection of the Existing Goods from the Collection Point shall be at the Company’s expense unless otherwise stated by the Company.
(b) The Buyer shall provide at the Collection Point at the time of Collection and at its expense, adequate and appropriate equipment and manual labour for loading the Existing Goods. In doing so the Buyer shall not cause any delay to the Company.
(c) Any dates specified by the Company for Collection of the Existing Goods are intended to be an estimate and time for Collection shall not be made of the essence by notice. If no dates are so specified, Collection shall be within a reasonable time.
(d) Following Collection, a full assessment of the Existing Goods shall take place at the Company’s place of business. If the Company discovers additional faults to the Existing Goods, not outlined in the Company’s specification, the Company shall send a written list of all such faults to the Buyer who must then confirm whether or not the Company should proceed to refurbish the Existing Goods and whether or not any variations should be made to the specification.
(e) If the Buyer confirms that the Existing goods are not to be refurbished under condition 10.1(d), or if the Existing Goods are found to be damaged beyond repair during the full assessment or refurbishment process, the Buyer shall collect the Existing Goods from the Company’s place of business and the Contract shall be terminated.
(f) Where the Existing Goods are to be fully repaired or refurbished by the Company, it shall carry out a functional check on the Existing Goods prior to starting work (to establish a baseline). It shall then carry out a second functional check after the quoted work has been completed to ensure that the baseline is still attained. If additional work needs to be carried out at either point the Buyer shall be contacted who must confirm whether or not the Company should proceed to carry out the additional work not covered by the quoted price. In all other circumstances, the Company shall not carry out a full functional check but shall clean and service the Existing Goods.
(g) If loan chairs are provided to the Buyer for use whilst the Existing Goods are being refurbished, the Company provides no guarantee that such loan chairs will be of the same or similar quality as the Exiting Goods and shall not be liable in respect of any use made of the loan chairs by the Buyer. The loan chairs shall be collected in full when the Existing goods are delivered to the Delivery Point otherwise the Buyer agrees to purchase any loan chairs not available for collection. In such circumstances, the price for the loan chairs shall be the price set out in the Company’s price list published on the date of delivery or deemed delivery.
(h) Whilst the Company endeavours to refurbish or repair the Existing Goods to the best of its ability, it shall not be liable for any unforeseen problems which mean that the Existing Goods cannot be refurbished or returned to their original state.
(i) The Buyer accepts that the Existing Goods shall not be returned to it ‘as good as new’. Repairs or refurbishments to components of furniture shall be regarded in the context of the quality, age and condition of the item.
(j) The Company will under no circumstances be liable for any special, indirect, incidental or consequential damage resulting from performance of any restoration or repair service, including but not limited to loss of revenue; loss of actual or anticipated profits; loss of goodwill, damage to, or any costs of recovering or restoring Existing Goods.
(k) The Company shall dispose of any components which are replaced in the Existing Goods.
(l) The Buyer must maintain a policy with reputable insurers for the Existing Goods whilst at the Company’s place of business.

10. REFURBISHED GOODS

10.1 If the Company undertakes to refurbish or repair the Existing Goods the following additional terms shall apply:-
(a) Collection of the Existing Goods from the Collection Point shall be at the Company’s expense unless otherwise stated by the Company.
(b) The Buyer shall provide at the Collection Point at the time of Collection and at its expense, adequate and appropriate equipment and manual labour for loading the Existing Goods. In doing so the Buyer shall not cause any delay to the Company.
(c) Any dates specified by the Company for Collection of the Existing Goods are intended to be an estimate and time for Collection shall not be made of the essence by notice. If no dates are so specified, Collection shall be within a reasonable time.
(d) Following Collection, a full assessment of the Existing Goods shall take place at the Company’s place of business. If the Company discovers additional faults to the Existing Goods, not outlined in the Company’s specification, the Company shall send a written list of all such faults to the Buyer who must then confirm whether or not the Company should proceed to refurbish the Existing Goods and whether or not any variations should be made to the specification.
(e) If the Buyer confirms that the Existing goods are not to be refurbished under condition 10.1(d), or if the Existing Goods are found to be damaged beyond repair during the full assessment or refurbishment process, the Buyer shall collect the Existing Goods from the Company’s place of business and the Contract shall be terminated.
(f) Where the Existing Goods are to be fully repaired or refurbished by the Company, it shall carry out a functional check on the Existing Goods prior to starting work (to establish a baseline). It shall then carry out a second functional check after the quoted work has been completed to ensure that the baseline is still attained. If additional work needs to be carried out at either point the Buyer shall be contacted who must confirm whether or not the Company should proceed to carry out the additional work not covered by the quoted price. In all other circumstances, the Company shall not carry out a full functional check but shall clean and service the Existing Goods.
(g) If loan chairs are provided to the Buyer for use whilst the Existing Goods are being refurbished, the Company provides no guarantee that such loan chairs will be of the same or similar quality as the Exiting Goods and shall not be liable in respect of any use made of the loan chairs by the Buyer. The loan chairs shall be collected in full when the Existing goods are delivered to the Delivery Point otherwise the Buyer agrees to purchase any loan chairs not available for collection. In such circumstances, the price for the loan chairs shall be the price set out in the Company’s price list published on the date of delivery or deemed delivery.
(h) Whilst the Company endeavours to refurbish or repair the Existing Goods to the best of its ability, it shall not be liable for any unforeseen problems which mean that the Existing Goods cannot be refurbished or returned to their original state.
(i) The Buyer accepts that the Existing Goods shall not be returned to it ‘as good as new’. Repairs or refurbishments to components of furniture shall be regarded in the context of the quality, age and condition of the item.
(j) The Company will under no circumstances be liable for any special, indirect, incidental or consequential damage resulting from performance of any restoration or repair service, including but not limited to loss of revenue; loss of actual or anticipated profits; loss of goodwill, damage to, or any costs of recovering or restoring Existing Goods.
(k) The Company shall dispose of any components which are replaced in the Existing Goods.
(l) The Buyer must maintain a policy with reputable insurers for the Existing Goods whilst at the Company’s place of business.

11. QUALITY

11.1 Where the Company is not the manufacturer of the Supplied Goods, the Company shall endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Company. The manufacturer reserves the right to inspect the Supplied Goods prior to agreeing to warranty conditions. If any of the Supplied Goods do not conform with the manufacturer’s warranty, the Company shall at its option either repair such Supplied Goods (or the defective part) or refund the price of such Supplied Goods at the pro rata Contract rate, or in connection with the Goods only, replace such Goods, provided that in all circumstances, if the Company so requests, the Buyer shall, at its expense, unless stated otherwise by the Company, return the Supplied Goods or the part of such Supplied Goods which is defective to the Company.
11.2 The Company warrants that (subject to the other provisions of these conditions) on Delivery, and for a period of 12 months from the date of Delivery, the Supplied Goods (and in relation to the Existing Goods, only those components supplied or refurbished but not including any part of woodwork, polished or repaired or any temporary repair work which does not require new components) shall be of good commercial quality and free from defects (other than any defects not covered in the specification or as notified in writing to the Buyer in accordance with condition 10.1(d) or (f)).
11.3 The Company shall not be liable for a breach of the warranty in condition 11.2 unless:-
(a) the Buyer gives written notice of the defect to the Company, and, if the defect is as a result of damage in transit to the carrier, within 2 days of Delivery; and
(b) the Company is given a reasonable opportunity after receiving the notice of examining such Supplied Goods and the Buyer (if asked to do so by the Company) returns such Supplied Goods to the Company's place of business at the Buyer's cost, unless otherwise stated by the Company, for the examination to take place there.
11.4 The Company shall not be liable for a breach of the warranty in condition 11.2 if:
(a) the Buyer makes any further use of such Supplied Goods after giving such notice; or
(b) the defect arises because the Buyer failed to follow the Company's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Supplied Goods or (if there are none) good trade practice; or
(c) the Buyer alters or repairs such Supplied Goods without the written consent of the Company.
11.5 Subject to conditions 11.3 and 11.4, if any of the Supplied Goods do not conform with the warranty in condition 11.2, the Company shall at its option either repair such Supplied Goods (or the defective part) or refund the price of such Supplied Goods at the pro rata Contract rate, or in connection with Goods only, replace such Goods, provided that, in all circumstances, if the Company so requests, the Buyer shall, at its expense unless stated otherwise by the Company, return the Supplied Goods or the part of such Supplied Goods which is defective to the Company.
11.6 If the Company complies with condition 11.5 it shall have no further liability for a breach of the warranty in condition 11.2 in respect of such Supplied Goods.

12. LIMITATION OF LIABILITY

12.1 Subject to conditions 4, 5, 10 and 11, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:-
(a) any breach of these conditions;
(b) any use made or resale by the Buyer of any of the Supplied Goods, or of any product incorporating any of the Supplied Goods;
(c) the provision of the Services; and
(d) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract
12.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
12.3 Nothing in these conditions excludes or limits the liability of the Company:-
(a) for death or personal injury caused by the Company's negligence; or
(b) under section 2(3), Consumer Protection Act 1987; or
(c) for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
(d) for fraud or fraudulent misrepresentation.
12.4 Subject to conditions 12.2 and 12.3:-
(a) the Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and
(b) the Company shall not be liable to the Buyer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

13. ASSIGNMENT/SUB-LETTING

13.1 The Company may assign or sub-contract the Contract or any part of it to any person, firm or company.
13.2 The Buyer shall not be entitled to assign or sub-contract the Contract or any part of it without the prior written consent of the Company.

14. FORCE MAJEURE

The Company reserves the right to defer the date of Delivery and/or performance of the Services or to cancel the Contract or reduce the volume of the Goods and/or Services ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 90 days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.

15. INSTALLATION

If the Company undertakes to assemble and install the Supplied Goods at the Buyer’s place of business, the following additional terms shall apply:-
(a) The Buyer shall provide at its own expense such temporary lifting equipment and the like as may be reasonably required for the safe completion of the installation;
(b) The Buyer shall at its own expense be responsible for the cleaning out and preparation of the site prior to installation;
(c) The Buyer shall give the Company facilities for carrying out the works on the site continuously during the normally recognised working hours or at such other hours as the Company shall in its sole discretion specify;
(d) The Buyer must maintain a policy with reputable insurers for the assembly and installation of the Supplied Goods at the Buyer’s place of business.
(e) The Company shall be entitled to use free of charge such supplies of electricity water gas and other services as may be reasonably required for the installation.
(f) The Company shall not be responsible for the connection of any of the Supplied Goods to any electrical cables, equipment or existing structured surfaces such as floors and walls.
(g) If the Buyer fails to comply with any clause in condition 15, the Company reserves the right to amend the price in accordance with condition 7.4 or not to assemble and install the Supplied Goods but require the Buyer to do so.

16. GENERAL

16.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
16.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
16.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
16.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
16.5 Any dispute arising between the parties arising out of the Contract shall be referred to a single arbitrator who will be agreed between the parties or who failing such agreement shall be appointed at the request of the either party by the President of the Law Society.
16.6 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
16.7 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the non-exclusive jurisdiction of the English courts.

17. COMMUNICATIONS

17.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax or e-mail:
(a) (in case of communications to the Company) to its registered office or such changed address as shall be notified to the Buyer by the Company or to the fax number 0118 9455189 or the email address or
(b) (in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of the Contract or such other address as shall be notified to the Company by the Buyer, or to the fax number or e-mail address notified to the Company by the Buyer.
17.2 Communications shall be deemed to have been received:
(a) if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or
(b) if delivered by hand, on the day of delivery;
(c) if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day; or
(d) if sent by e-mail on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.
17.3 Communications addressed to the Company shall be marked for the attention of Customer Services, Waldron Office Furniture Ltd., 16 Upton Road, Tilehurst, Reading, RG30 4BJ.

Testimonials

The chairs are fantastic Thanks so much. The 2 chairs you reupholstered look fantastic. I thought they were two new ones they look so good. In fact our receptionist liked them so much she’s grabbed one immediately and swapped it.
A.W. London SW11
"....... we are having a Channel 4 documentary made on Premier and we needed to be spruced up Waldron's came up trump! We needed our three piece sofas and chairs recovered within a week! We now have the most beautiful suit recoved looking brand new and we are delighted with the results. Waldron's always do a superb quality job on all our refurbishments and never let us down."
Nuffield Foundation
I am sitting proudly on my newly covered sofa. It looks very smart.
C.B. from M. Medical Centre
We saved over £500,000 refurbishing our office chairs with Waldron’s rather than purchasing new.......
Pricewaterhouse
"............before "finding" Waldron, I had received some very negative responses from several other upholstery firms.......... ..........from the time Waldron was recommended to me I received helpful, sympathetic and effective advice, from my initial enquiry, with no "pushy" sales pressure at any time.......... Given the complex work involved, and choice of strong material, and the high quality of personal service I thought your charges were extremely reasonable. Certainly infinitely cheaper than having to completely replace an essential chair. I was delighted with the work done. The upholstery looks to have been done to a very high standard, on what as I have mentioned was quite a challenging chair to work on. The fabric looks superb, and in fact the chair looks better than it did before I am so pleased that I have found Waldrons and will not hesitate to recommend your Company to anyone i have contact with who might be seeking a similar service."
Frenchay Hospital
Just a quick line to ask you to pass on our compliments to those involved in the recent recovering of chairs, and re-webbing, new cushions, etc. The service throughout was excellent – including the collection and delivery – and there have been lots of positive, admiring comments from staff, pupils and parents. If you have potential customers requesting testimonials, please don’t hesitate to ask them to contact me. With many thanks,
Kantar Media

Location: Waldron's is ideally located in Reading and have excellent access to the South of England, Central and Greater London. We provide a regular service from Central and Greater London across to Bristol, Wiltshire, Oxford, Luton and Stevenage. Hampshire to Southampton and Portsmouth, Berkshire, Surrey and West Sussex to Horsham and across to Kent. One customer has even shipped to us chairs from France to refurbish.