These Terms and Conditions will remain in effect for any Purchase Orders unless otherwise agreed in writing between the parties. These Terms and Conditions are subject to change without prior notice at any time, in the Reseller’s sole discretion. By ticking the box, you agree to be bound by the Terms and Conditions. 

 

PARTIES

(1)            E A AZEEZ LIMITED trading as OXFURNISHED incorporated and registered in ENGLAND AND WALES with company number 12931826 whose registered office is at 61 BRIDGE STREET KINGTON HR5 3DJ (Oxfurnished) agrees to sell to you (Customer) the goods as described.

BACKGROUND

(A)            The Seller is the beneficial owner of the goods and has agreed to enter into sale and resale agreement with the Buyer on the terms of this Agreement.

AGREED TERMS

1.     Interpretation

The following definitions and rules of interpretation apply in this agreement:

Business Day: a day other than a Saturday, Sunday or public holiday in the United Kingdom when banks in London are open for business.

                 

Collection:  the collection of the goods after the exercise of a resale option.

                 

Commencement Date: the date that the Buyer takes Delivery of the Goods.

                 

Completion Date: the completion of the exercise of the Repurchase Option as described in clause 3.

                 

Consideration: the purchase price for the Sale payable by the Customer before the Commencement Date as set out in the Receipt or Confirmation of Order email.

                 

Delivery: the transfer of physical possession of the Goods to the Customer at the Site.

                

Exercise Notice: the written notice given in accordance with clause 3.1.

                 

Goods: the items of furniture, equipment and fittings including, all substitutions, replacements or renewals of such goods, equipment and all related accessories, manuals, packaging and instructions provided for it as specified in the Confirmation of Order email or Receipt.

                 

Initial Purchase Price: price paid at the time of checkout for goods and confirmed by a receipt.

                 

Maturity: the date that the Customer becomes obliged to offer the goods for resale. 

                 

Repurchase Price: 10% of the purchase price paid by the customer

                 

Repurchase Option Period: the time during which the Options are capable of exercise, as set out in clause 4.1 and clause 4.2 respectively.

                 

Repurchase Option: the option granted to the Buyer by clause 3.2 also known as buy back.

                 

Sale Option: the option granted to the Seller by clause 3.1.

                 

Significant Loss: due to the Customers default the Goods is, in the Sellers reasonable opinion or the opinion of a repair tradesman, significantly damaged and only reparable at a cost greater than the amounts paid by the Customer for the goods in question.

 

Site: the premises at which the Goods are delivered and or installed as registered by the Buyer at checkout and where amended, as specified in the Receipt. 

                 

Term of Sale: the period before maturity in which the Buyer exercises ownership rights on the goods.

 

Third-Party Offer: an offer by a third party for Goods sold to the Buyer.

                 

Total Loss: due to the Customer’s default the Goods is, in the Sellers reasonable opinion or the opinion of a repair tradesman, damaged beyond repair, lost, stolen, seized or confiscated

1.1  Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.

1.2  A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.3  Unless the context otherwise requires, words in the singular shall include the plural and vice versa.

1.4  Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.5  A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.6 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.7  Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.8  No variation to these Conditions shall be binding unless agreed in writing between the parties and signed by or on behalf of a director of Oxfurnished.

 

2.     SALE AND TRANSFER OF TITLE

2.1  Each order for the Goods whether online or otherwise by the Customer shall be deemed to be an offer by the Customer to the purchase the Goods subject to these Conditions.

2.2 No order placed by the Buyer shall be deemed to be accepted by Oxfurnished until a written Confirmation of Order or Receipt is issued by Oxfurnished or (if earlier) Oxfurnished delivers the Goods to the Customer.

2.3 On the terms of this agreement and subject to the Conditions, on or before the Commencement Date, Oxfurnished shall sell and the Customer shall buy the Goods with full title and free from all encumbrances, together with all rights that attach or may in the future attach.

2.4 The total consideration for the sale of the Goods shall be in accordance with the Initial Purchase Price stated in the Confirmation of Order or Receipt issued by Oxfurnished. The Initial Purchase Price is payable by the Customer to Oxfurnished made in sterling and by online electronic bank transfer at the time of checkout or before the Commencement Date.

2.5 The Goods shall at all times after the Commencement Date and before Maturity remain the property of the Buyer. Oxfurnished shall have no right, title or interest in the Goods. 

2.6 The Buyer’s identity and address have been verified to correlate with details submitted at the time of checkout.

2.7 There can be no extension of the Maturity of this Agreement.

3.     REPURCHASE TRANSACTION

3.1  Oxfurnished will issue a reminder to the Customer a month and subsequently a week leading up to Maturity. Upon Maturity, the Customer is contractually obliged to offer the Goods for sale to Oxfurnished. The offer is made through an Exercise Notice. The Customer makes the goods available for repurchase by notifying Oxfurnished via their online account or email.

3.2 Any such offers must be accepted within five (5) working days. Oxfurnished agrees to buy the Goods upon Maturity in consideration of the Repurchase Price. The Consideration payable by Oxfurnished on exercise of the Repurchase Option shall be through online electronic payment in sterling. The Repurchase Price does not amount to a deposit and is payable to the Buyer within seven (7) days of Collection.

3.3 The repurchased Goods shall be no different from the initial goods sold by Oxfurnished to the Customer save any reasonable depreciation for fair use during the Term of Sale.

3.4 Where there has been an attachment to the Goods as a result of insolvency proceedings, the Customer is obliged to pay to Oxfurnished a reasonable price for the Goods excluding any reasonable depreciation in value taking into consideration the age of the Goods. 

3.5 The Maturity shall be automatically brought forward where insolvency proceedings are brought against the Customer.

3.6 The repurchase transaction is complete when the Goods are collected from the Site or if they have been moved, at the location in which they are stored as provided by the Customer.

3.7 Oxfurnished has seven (7) days to inspect the Goods for damage. Where extensive damage has been caused to the Goods resulting in a Significant or Total Loss to Oxfurnished if the transaction is completed at the  Repurchase Price, Oxfurnished reserves the right to seek compensation from the Buyer to cover the resultant shortfall ascertained at a price set by the opinion of a qualified tradesman selected by Oxfurnished.

3.8 The repurchased Goods shall be sold to Oxfurnished free from all liens, charges and encumbrances and with all rights attached to them at the date of Commencement.

3.9 If a Third-Party Offer is made to the Customer for the purchase of the Goods, the Customer shall immediately on the offer being made, give an Exercise Notice and offer the Goods for sale to Oxfurnished at no more than the Repurchase Price.

3.10 If a Third-Party Offer is made to the Customer for the purchase of the Goods, the Customer shall immediately on the offer being made, give an Exercise Notice and offer the Goods for sale to Oxfurnished at no more than the Repurchase Price. The Buyer must offer Oxfurnished each item according to their respective Maturity.

4.    DELIVERY AND INSTALLATION


4.1 Oxfurnished shall use all reasonable endeavours to effect Delivery by the date and time agreed between the parties. Any dates specified by Oxfurnished for the delivery of the Goods are intended to be an estimate only, and subject to availability of resources.


4.2 The risk of loss, theft, damage or destruction of the Goods shall pass to the Customer on Delivery. The Goods shall remain at the sole risk of the Buyer during the term of this Agreement and any further term during which the Goods is in the possession, custody or control of the Customer until such time as the Goods are repurchased and collected by Oxfurnished.


4.3 To facilitate Delivery and where required installation, the Customer shall provide all access and suitable working conditions to enable these activities to be carried out safely and expeditiously.  


4.4 Where Oxfurnished has agreed at the Customer’s expense to install the Goods at the Site, the Customer shall procure that he or a duly authorised representative shall be present at the installation of the Goods. Acceptance by such representative of installation shall constitute conclusive evidence that the Customer has examined the Goods and has found it to be in good condition, complete and fit in every way for the purpose for which it is intended. If required by Oxfurnished, the Customer or a duly authorised representative shall sign a receipt confirming such acceptance.

 

5.    CANCELLATION, REJECTION AND REFUNDS


5.1  In the event that whole or part of the Goods are found to be faulty or damaged upon Delivery, providing that such fault or damage does render the Goods unsatisfactory or materially affect its operation, Oxfurnished shall provide suitable substitute upon request by the Customer;


5.2  Notwithstanding the aforementioned, the Customer is entitled to cancel the transaction from the time of checkout until 14 days after the receipt of Goods. For multiple deliveries, the 14-day period begins after the last batch has been delivered. 


5.3  The customer has an additional 14-day period to return the goods. The Customer is under an obligation to return the Goods in the exact state as the time of delivery including the return of any packaging or accessories. 


5.4  Any such reasonable sums for collection and or processing the transaction for rejected or returned Goods shall be payable by the Customer. Refunds for cancelled transactions or rejected items are payable by Oxfurnished 14 days from the date the cancellation or notification of rejection.



6.    THIRD PARTY RIGHTS


6.1 Save as otherwise provided in this agreement, no one other than a party to this agreement, their personal representatives, successors and permitted assignees, shall have any right to enforce any of its terms.
6.2    The rights of the parties to terminate, rescind, or agree any variation, waiver or settlement under this agreement are not subject to the consent of any other person.


7.    WARRANTIES


7.1 Oxfurnished represents and warrants to the Customer that:


(a)    it has full power and authority to enter into the Sale and Repurchase Options on the terms and conditions of this agreement;
(b)    it is, and will remain before sale, the beneficial owner of the Goods and 
(c)    where possible, assign to the Customer the benefit of any warranty or guarantee given by the manufacturer of the Goods.


8.    LIABILITY


8.1 Oxfurnished maximum aggregate liability for breach of this Agreement (including any liability for the acts or omissions of its employees, agents and subcontractors), whether arising in contract, tort (including negligence), misrepresentation or otherwise, shall in no circumstances exceed £100.


8.2  Nothing in this Agreement shall exclude or in any way limit:


(a)    either party's liability for death or personal injury caused by its own negligence;
(b)    either party's liability for fraud or fraudulent misrepresentation; or
(c)    any other liability which cannot be excluded by law.

 

8.3 This Agreement sets forth the full extent of the Oxfurnished’s obligations and liabilities in respect of the Goods and its sale to the Customer. In particular, there are no conditions, warranties or other terms, express or implied, 

 

8.4 In no event shall Oxfurnished or its agents be liable under this Agreement for any:


(a)    loss of profit (whether direct or indirect); 
(b)    loss of revenue (whether direct or indirect)
(c)    loss of business (whether direct or indirect); 
(d)    special loss or damage; 
(e)    damage to goodwill (whether direct or indirect);
(f)    indirect or consequential loss or damage,

 

in each case, however caused, even if foreseeable.

9.    DETERMINATION BY AN EXPERT 


9.1 For any decision referred to an expert, the Parties hereby agree that such decision shall be conducted expeditiously by an expert selected unanimously by the parties to the Dispute. The expert is not an arbitrator of the Dispute and shall not be deemed to be acting in an arbitral capacity. The Party desiring an expert determination shall give the other parties to the Dispute written notice of the request for such determination.

 

10.    CONFIDENTIALITY


10.1 Except to the extent required by law or any legal or regulatory authority of competent jurisdiction and Privacy Policy each party shall at any time during this agreement keep confidential and not disclose to any person or make any use of such Confidential Information other than to the extent necessary for the purpose of exercising or performing its rights and obligations under this agreement.


10.2 Information is not Confidential Information if:
(a)    is or becomes public knowledge or otherwise generally available to the public (other than as a direct or indirect result of the information being disclosed in breach of this agreement);
(b)    the parties agree in writing is not confidential; or
(c)    was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party.


11.    FORCE MAJEURE


11.1 Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances that the period of delay or non-performance continues for [2] months, the Customer has the right to terminate this Agreement and Oxfurnished shall refund any such Payments paid in consideration for the Goods.


12.    ENTIRE AGREEMENT


12.1 This Agreement, Confirmation of Order email and Receipt together constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.


12.2  Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement or Confirmation of Order email.


13.    VARIATION


13.1 No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).


14.    SEVERANCE


14. 1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. 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 Agreement.


15.    GOVERNING LAW
 

15.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.


16.    JURISDICTION


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

This agreement has been entered into on the Commencement Date as stated in the Confirmation of Order email or Receipt.