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Terms & Conditions
Throughout these Conditions of Sale the terms:
Office Needs refers to Office Needs (Essex) Limited
Buyer refers to the individual company or concern placing the order
Order refers to each Order placed by the Buyer on Office Needs for the supply of the Goods
Goods refers to the articles, things, services or work to be supplied or undertaken by Office Needs to or for the buyer
Contract refers to the Contract made by acceptance of the Order, by Office Needs to or for the Buyer
Delivery Date means the date specified by Office Needs when the Goods are to be delivered
1.1 These conditions shall apply to all Contracts for the Sale of Goods by Office Needs to the Buyer to the exclusion of all other terms and conditions including any terms which the Buyer may purport to apply under any purchase Order confirmation or Order or similar document.
1.2 All Orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these conditions.
1.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these conditions.
1.4 Any variation to these conditions shall only be valid (including any special terms and conditions agreed between the parties) if confirmed in writing by a Director of Office Needs
2.1 No Order which has been accepted by Office Needs may be cancelled by the Buyer except with the agreement in writing of Office Needs and on terms that the Buyer shall indemnify Office Needs in full against all loss (including loss of profit), costs, damages, charges and expenses incurred by Office Needs as a result of cancellation. Office Needs will be entitled to charge a reasonable administration fee on each event of notification of cancellation in any event.
2.2 Office Needs reserves the right to accept an Order from the Buyer and such refusal shall be at the absolute discretion of Office Needs.
2.3 The Buyer shall be responsible to Office Needs for ensuring the accuracy of the terms of any Order (including any applicable specification) submitted by the Buyer and for giving Office Needs any necessary information relating to the Goods within a sufficient time to enable Office Needs to perform the Contract in accordance with its terms.
2.4 Office Needs reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or EC requirements or, where the Goods are to be supplied to Office Needs’ specification, which do not materially affect their quality of performance.
3. Price and Payment
3.1 Office Needs reserves the right, by giving notice to the Buyer any time before delivery, to increase the price of the Goods quoted by Office Needs to reflect any increase in the cost to Office Needs which is due to any factor beyond the control of Office Needs (such as, without limitation, any foreign exchange fluctuation, currency regulation alteration of duties) and change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give Office Needs adequate information or instructions or where the Buyer requests work to be performed by Office Needs outside Office Needs’ normal working hours.
3.2 Payment of the price and VAT shall be due on the last working day of the month following the end of the month in which Goods are delivered and Office Needs shall be entitled to recover the price, notwithstanding the delivery may not have taken place and the property in the Goods has not passed to the Buyer. Time for payment shall be of the essence of the Contract. The price is exclusive of VAT which shall be due at the rate ruling on the date of VAT invoice.
3.3 If the Buyer fails to make payment on the due date then without prejudice to any of Office Needs’ other rights, Office Needs shall be entitled to:
3.3.1 cancel the Contract and/or suspend any further deliveries to the Buyer;
3.3.2 appropriate any payment made by the Buyer to such of the Goods (or Goods supplied under any Contract between the Buyer and Office Needs) as Office Needs may in its sole discretion think fit;
3.3.3 charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of two per cent(2%) per month above Lloyds Bank Plc base rate from time to time, until payment is made in full (a part of a month being treated as a full month for the purpose of calculating interest).
4.1 Any Delivery Dates quoted for the Goods are approximate only and Office Needs shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by a Director of Office Needs in writing. The Goods may be delivered by Office Needs in advance of the quoted Delivery Date upon giving reasonable notice to the Buyer.
4.2 Notwithstanding that Office Needs may be delayed or fail to deliver the Goods promptly the Buyer shall be bound to accept delivery and pay for the Goods in full provided that delivery shall be tendered at any time within three (3) months of the Delivery Date.
4.3 Delivery of the Goods shall be made by Office Needs delivering the Goods to the Buyer at a place for delivery agreed by Office Needs or, by the Buyer collecting the Goods at Office Needs’ premises at any time after Office Needs has notified the Buyer that the Goods are ready for collection.
4.4 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate Contract and failure by Office Needs to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
5. Return of Goods
5.1 No Goods delivered to the Buyer which are in accordance with the Contract will be accepted for return without the prior written consent of Office Needs, on terms to be determined at the absolute discretion of Office Needs.
5.2 If Office Needs agrees to accept any such Goods for return the Buyer shall be liable to pay a handling charge of ten per cent (10%) of the invoice price.
5.3 Goods returned without prior written approval of Office Needs may at Office Needs’ absolute discretion be returned to the Buyer or stored at the Buyer’s cost without prejudice to any rights or remedies Office Needs may have.
6. Defects, Damage, Loss or Non-Delivery and Delay
6.1 The Buyer shall inspect the Goods on delivery and shall within one (1) working day of delivery notify Office Needs of any defect, shortage in quantity, damage or failure to comply with the description. The Buyer shall afford Office Needs an opportunity to inspect the Goods within a reasonable time following delivery and before any use is made of them. If the Buyer shall fail to comply with these provisions the Goods shall be conclusively presumed to be in accordance with the Contract and free from any defect or damage which would be apparent on reasonable examination of the Goods and the Buyer shall be deemed to have accepted the Goods.
6.2 The Buyer must notify Office Needs of any non-delivery within seven (7) days of the dispatch.
6.3 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to Office Needs in accordance with these Conditions, Office Needs shall be entitled to replace the Goods (or the part in question) free of charge, or at Office Needs’ sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but Office Needs shall have no further liability to the Buyer.
6.4 Except in respect of death or personal injury caused by Office Needs negligence, Office Needs shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special, or consequential loss or damage (whether for loss of profit or otherwise),costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of Office Needs, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, and the entire liability of Office Needs under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Conditions.
6.5 Office Needs shall not be liable to the Buyer or be deemed to be in any breach of the Contract by reason of any delay in performing, or any failure to perform, any of Office Needs’ obligations in relation to the Goods, if the delay or failure was due to any cause beyond Office Needs’ reasonable control:
6.5.1 Act of God, explosion, flood, tempest, fire or accident;
6.5.2 War or threat of war, sabotage, insurrection, civil disturbance or requisition;
6.5.3 Acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any government, parliamentary or local authority;
6.5.4 Import or export regulations or embargoes;
6.5.5.Strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of Office Needs or a third party);
6.5.6. Difficulties in obtaining raw materials, labour, fuel, parts or machinery;
6.5.7 Power failure or breakdown in machinery
7. Retention of Title
7.1 The Goods shall be at the Buyer’s risk as from delivery and the Buyer is strongly advised to obtain insurance over the Goods.
7.2 In spite of delivery having been made, property in the Goods shall not pass from Office Needs until:
7.2.1. the Buyer shall have paid the price plus VAT in full and Office Needs has received in cash or cleared funds payment in full of the price of the Goods;
7.2.2. no other sums whatsoever shall be due from the Buyer to Office Needs.
7.3. Until such a time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as Office Needs fiduciary agent and Bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and marked in such a way that they are clearly identified as the property of Office Needs.
7.4 Until such a time as the property in the Goods passes to the Buyer, Office Needs shall be entitled at any time to require the Buyer to deliver up the Goods to Office Needs, and, if the Buyer fails to do so forthwith, to enter upon the premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
7.5 The Buyer 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 Office Needs but if the Buyer does so, all monies owing by the Buyer to Office Needs shall (without prejudice to any right or remedy of Office Needs) forthwith become due and payable.
8. Insolvency of the Buyer
8.1 This clause applies if:
8.1.1. the Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction);or
8.1.2.an encumbrancer takes possessions, or a receiver is appointed, of any of the property or assets of the Buyer; or
8.1.3 the Buyer ceases, or threatens to cease, to carry on business; or
8.1.4. Office Needs reasonably apprehends that any of the events mentioned about to occur in relation to the Buyer and notify the Buyer accordingly
8.2. If this clause applies then, without prejudice to any other right or remedy available to Office Needs, Office Needs shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement to the contrary.
9.1 If any provision of these conditions is held by any competent authority to be invalid or unenforceable in the 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.
9.2 No relaxation or indulgence by Office Needs in enforcing any of these Conditions here or granting of time by Office Needs to the Buyer shall prejudice or restrict the rights and powers of Office Needs hereunder nor shall any subsequent or continuing breach thereof.
9.3 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the time have been notified pursuant to this provision to the party giving the notice.
9.4 A person who is not a party to this agreement shall not have the right to enforce any term or terms of the Contract pursuant to the Contract (Rights of Third Parties)Act 1999.
9.5 This Contract shall be governed by the Laws of England and the Buyer agrees to submit to the non-exclusive jurisdiction of the English Courts.
9.6 All prices are subject to VAT, where applicable. E&OE.