Soft Furnishings Terms & Conditions

These terms and conditions (“Conditions”) shall be deemed binding upon and accepted by the Customer immediately upon acceptance of the Quote. Where there is no express acceptance by the Customer, these Conditions shall be considered accepted within 7 days of their documented receipt by the Customer and shall apply to all subsequent Contracts unless otherwise agreed. 

We strongly advise you to read all the Conditions below. YOUR ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF CONDITION 11. WHICH LIMITS OUR LIABILITY TO YOU IN PRESCRIBED CIRCUMSTANCES.

  1. INTERPRETATION
    1. In these Conditions the following words have the following meanings:
      “Customer” means any person who offers to purchase the Goods from V&G pursuant to these conditions;
      “Contract” means any agreement between V&G and the Customer for the supply of Goods incorporating any Quote form and these Conditions;
      “Deposit” means the amount set out in the Quote
      “Delivery Date” means the delivery date set out on the Quote;
      “Delivery Address” means the place identified in the Quote where delivery and Installation of the Goods takes place under condition 5;
      “Goods” means any goods agreed in a Quote to be supplied to the Customer by V&G (including any part or parts of them);
      “Installation” and “Installs” means all activities necessary for the Installation of the Goods at the Delivery Address on the Delivery Date;
      “Quote” means any quote (whether made in writing, by telephone or electronically) for the purchase of Goods;
      “V&G” means Violet and George Limited (Company No. 06747825);
      “person” any person, body corporate, association or groups of persons whatsoever.
    2. In these Conditions references to any statute will be construed as a reference to that statute as from time to time amended, consolidated or replaced. References to the singular include the plural and vice versa, and references to male include female and vice versa. Headings will not affect construction of these Conditions.
  2. APPLICATION OF TERMS
    1. Each Quote will be subject to these Conditions to the exclusion of all other terms and conditions.
    2. In accepting a Quote, the Customer agrees to be bound by these Conditions. On V&G confirming that it is able to provide the Goods set out in the Quote a binding legal contract shall be formed.
    3. The Delivery Date shall be agreed between the parties, strictly conditional on payment of any pro-forma or Deposit as set out in clause 4.2 below.
    4. No Goods shall be deemed to be accepted by V&G until V&G delivers the Goods to the Customer and, where appropriate, installs the Goods at the Delivery Address.
    5. The Customer must ensure that the details of any order set out in a Quote are complete and accurate. V&G accepts no responsibility for any loss, damage or inconvenience caused by errors in the details set out in the Quote.
    6. These Conditions apply to all V&G’s sales and no terms or conditions contained in any other document so far as they are inconsistent with these Conditions will form part of the Contract or of any Quote.
  3. PRICE
    1. Unless otherwise agreed by V&G in writing the price for the Goods shall be the price set out in the V&G reserves the right to make reasonable alterations to the price for the Goods in the event of market fluctuations beyond its control.
    2. Unless stated to the contrary in the Quote, the price for the Goods shall be exclusive of any value added tax.
    3. Quotes are valid for 30 days only from the date of issue.
  4. PAYMENT
    1. The Deposit for the Goods and Installation under each Quote is due and payable to V&G immediately on acceptance of the Quote. For the avoidance of doubt, payment of the Deposit specified as part of a Quote will be deemed acceptance thereof, notwithstanding the absence of any express acceptance on the part of the Customer. The balance of payment is payable on such payment terms as are set out in the Quote. Where no payment terms are specified the balance of the payment shall be made within 14 days of acceptance of the Quote and in any event on or before delivery.
    2. Where the Quote requires payment of a pro-forma invoice or deposit:
      1. The Quote shall not be processed until and unless payment of the deposit or pro-forma has been made; and
      2. Any Delivery Date shall not become effective until payment of the pro-forma or deposit has been received by V&G in full.
    3. Time for payment shall be of the essence. Any failure by the Customer in accordance with the Quote or these Conditions may, at the absolute discretion of V&G and without prejudice to any remedies otherwise available to V&G against the Customer, be treated as a repudiatory breach of the Contract by the Customer.
    4. The Customer may not withhold payment of any amount set out in the Quote or any other amount due under a Contract as a result of any dispute regarding the Goods, the Installation or any other dispute between V&G and the Customer or any dispute relating to a third party.
    5. No payment shall be deemed to have been received until V&G has received cleared funds. Any bank charges shall be borne by the Customer.
  5. ON SITE MEASURING
    1. The customer must ensure that the area to be measured is in the finished state to receive the final product and that all building work is completed to a high enough level to ensure that correct measurements can be taken.
      1. 5.1.1 If the property is under construction, then no measurements will be taken on-site until the property is at the 2nd fix stage and the area to be measured is in its finished state and clear, safe access is available.
      2. 5.1.2 In the event that there is a change in dimensions due to an error by the Customer or due to changes in the build, then any alterations will be at the Customers expense. Original timings cannot be guaranteed in this event.
    2. One site visit to measure up and one to check measure, is included in the price per Quote, after this any additional site visits at the Customers request, are charged at the hourly rate of £75. V&G reserves the right to review and amend the hourly rate and will notify the Customer of any changes.
  6. CHANGES
    1. If the Customer wishes to change any items set out in a Quote, the Customer must request this in writing as soon as possible after accepting any Quote;
    2. No changes shall be effective until this has been confirmed by V&G in writing.
    3. Any additional site visits required will be invoiced at the standard call out charge which is £75.00 ex VAT per visit.
    4. Where the Quote is changed, V&G will adjust the Price as necessary, as well as the Delivery Date.
    5. V&G will give the Customer notice of any charges incurred by this change and will invoice the Customer directly for these charges.
    6. All sales are final. If The Customer wishes to cancel any order or return any Goods, in circumstances where V&G is not at fault, the Customer will be liable to pay the full amount of the Quote and/or any additional costs which V&G incurs.
  7. DELIVERY
    1. V&G will use reasonable commercial endeavours to deliver the Goods and, where appropriate, procure the performance of the Installation, on the Delivery Date and at the Delivery Address as set out in the Quote.
    2. Any dates specified by V&G for delivery and, where appropriate, Installation of the Goods are intended to be estimates and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery will be within a reasonable time usually within 30 days of accepting the Quote.
    3. If for any reason the Customer will not accept delivery of any of the Goods when they are delivered, or V&G is unable to deliver the Goods because the Customer has not provided appropriate instructions, documents, licences or authorisations:
      1. the Goods will be deemed to have been delivered;
      2. risk in the Goods will pass to the Customer (including for loss or damage caused by V&G’s negligence); and
      3. V&G may store the Goods until delivery whereupon the Customer will be liable for all related costs and expenses (including, without limitation, storage, re-delivery and insurance).
    4. The Customer will provide at its expense at the Delivery Address adequate and appropriate equipment and manual labour for unloading the Goods;
      1. 7.4.1 Roll cages and pallets remain the property of V&G at all times. V&G reserves the right to charge the Customer for any items left at the premises which are not returned on demand or are lost or damaged by the Customer.
    5. The quantity of Goods must be checked by the Customer in the presence of the driver on delivery, and the Customer should deal with any claims for shortfall in the quantity of Goods with the driver. In any event, V&G will only consider claims for shortfall in the quantity of Goods delivered if such shortfall is notified by the Customer within 24 hours of delivery. Such notification may be by telephone and followed by a confirming email.
    6. The quantity of any consignment of Goods as recorded by V&G on dispatch from V&G’s place of business shall (in the absence of manifest error) be conclusive evidence of the quantity received by the Customer on delivery.
    7. Any liability of V&G for non-delivery of the Goods shall be limited to delivering or re-delivering the relevant Goods within a reasonable time or issuing a credit note at the pro rata Quote rate against any invoice raised for such Goods.
  8. INSTALLATION AND SITE VISITS
    1. Where Installation of the goods is explicitly set out in the Quote, V&G shall ensure that reasonable skill and care is applied in installing the Goods.
    2. Where V&G is responsible for the Installation of the Goods, the Installation shall take place on such date and at such place as is set out in the Quote.
    3. Where V&G or its representative attends the Delivery Address or such address where Installation is to take place (either for Installation, preparation for Installation or otherwise), and such place is not in a fit state for Installation to occur, for Installation to be prepared or otherwise suitable for the purposes of the visit of V&G or its representative, the Customer shall be responsible for such charges and/or further charges as V&G may charge for the visit (including where the visit is aborted as a result of conditions at the Delivery Address or other specified premises) and/or such further visit or visits to the Delivery Address or other specified premises as are necessary for the proper Installation of the Goods.
    4. Following installation any further site visits for adjustments or after care shall be charged at V&G’s standard rate.
    5. V&G is a member of the British Institute of Interior Design (BIID) and abides by its code of conduct
  9. RISK AND TITLE
    1. Risk of damage to or loss of the Goods shall pass to the Customer:
      1. in the case of Goods to be delivered at V&G’s premises, at the time when V&G notifies the Customer that the Goods are available for collection; or
      2. in the case of Goods to be delivered otherwise than at V&G’s premises, at the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when V&G has tendered delivery of the Goods.
    2. Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Customer until V&G has received in cash or cleared funds payment in full of the price of the Goods supplied under the Contract and all other goods and or services agreed to be sold by V&G to the Customer for which payment is then due.
    3. Until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as V&G’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as V&G’s property. Orders for Goods stored by V&G cannot be cancelled.
    4. Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold), V&G may at any time require the Customer to deliver up the Goods to V&G and, if the Customer fails to do so forthwith, enter on any premises of the Customer or the premises of any third party where the Goods are stored and repossess the Goods.
    5. V&G shall be entitled to recover payment for the Goods notwithstanding that legal and equitable ownership of the Goods has not passed from V&G.
  10. QUALITY
    1. V&G warrants that (subject to the other provisions of these Conditions) upon delivery the Goods will be of satisfactory quality within the meaning of the Sale of Goods Act 1994.
    2. V&G shall not be liable for a breach of the warranty in condition 10.1 unless:
      1. the Customer gives written notice of the defect or damage to V&G within 3 days of the time when the Customer discovers or ought to have discovered the defect; and
      2. V&G is given a reasonable opportunity, after receiving the notice, of examining such Goods following the Customer (at its own expense) returning such Goods to V&G’s place of business for the examination to take place there.
    3. V&G will not be liable for a breach of the warranty in condition 10.1 if:
      1. the Customer makes any further use of or deals with such Goods after giving such notice; or
      2. 10.3.2 the defect arises because of the Customer’s failure in relation to the appropriate storage of the Goods.
    4. Subject to conditions 10.2 and 10.3, if any of the Goods do not conform with the warranty in condition 10.1 V&G shall at its option replace such Goods or refund the price of such Goods at the pro rata Quote rate provided that, if V&G so requests, the Customer shall, at V&G’s expense, return the Goods to V&G.
    5. If V&G complies with condition 10.5 it shall have no further liability for a breach of the warranty in condition 10.1 in respect of such Goods.
    6. Application by the Customer to return Goods to V&G for any reason other than defect or damage, must be made by notice in writing to V&G, within 3 days of delivery.
    7. Without prejudice to clause 10.1 above, the Customer agrees and acknowledges that V&G may, at its discretion, amend or improve the specifications for any product within its control, including the Goods, at any time.
    8. V&G shall make reasonable efforts to attend to after care of Goods but reserves the right to charge a call out fee in the event that Goods have been damaged or misused by the Customer.
  11. LIMITATION OF LIABILITY
    1. Subject to condition 10, the following provisions set out the entire financial liability of V&G (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
      1. any breach of these Conditions; and
      2. any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract or any Quote.
    2. All warranties, conditions and other terms implied by statute or common law are excluded, to the fullest extent permitted by law.
    3. Nothing in these Conditions excludes or limits the liability of V&G for death or personal injury caused by V&G’s negligence or fraudulent misrepresentation.
    4. Subject to conditions 11.2 and 11.3:
      1. V&G’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 or any Quote shall be limited to 100% of the price of the Goods in respect of which the Customer suffered or incurred the loss or damage; and
      2. V&G shall not be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, 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.
  12. ASSIGNMENT
    1. The Customer shall not be entitled to assign the benefit of the Contract or any Quote or any part of it without the prior written consent of V&G.
    2. V&G may assign the Contract of the Goods or implementation of the Installation to any person.
  13. TERMINATION
    1. Subject to fulfillment of any outstanding Quote, V&G reserves the right to terminate the Contract and/or the account of any Customer at any time whereupon all sums due under the Contract and any Quote shall be immediately due and payable.
    2. V&G may terminate the Contract and any Quote immediately by notice in writing in the event that:
      1. The Customer has a bankruptcy Quote made against him or makes an arrangement with his creditors, or (being a body corporate) a resolution is passed or a petition presented to any court for the winding up of the Customer or for the granting of an administration Quote in respect of the Customer, or the appointment of a receiver or administrative receiver over the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer;
      2. The Customer suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it, or fails to observe/perform any of its obligations under the Contract or any other contract between V&G and the Customer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Customer ceases to trade; or
      3. The Customer acts in material breach of the Contract.
  14. FORCE MAJEURE
    1. V&G reserves the right to defer the Delivery Date or Installation or to cancel any Quote or reduce the volume of Goods in any Quote (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of V&G 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.
  15. COMMUNICATIONS
    1. Except where specifically indicated otherwise in these Conditions, all communications between the parties about these Conditions must be in writing and delivered by hand or sent by pre-paid first class post or sent by email:
      1. (in the case of communications to V&G) to its registered office or such changed address as shall be notified to the Customer by V&G; or
      2. (in the case of communications to the Customer) to the registered office of the addressee (if it is a company) or such other address as shall be notified to V&G by the Customer.
    2. Communications shall be deemed to have been received:
      1. If sent by pre-paid first class post, 2 days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting);
      2. If delivered by hand, on the day of delivery;
      3. If sent by email transmission on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.
  16. GENERAL
    1. Each right or remedy of V&G shall be without prejudice to any other right or remedy which V&G may have.
    2. If any provision of these Conditions 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 these Conditions and the remainder of such provision shall continue in full force and effect.
    3. Failure or delay by V&G in enforcing or partially enforcing any provision of these Conditions will not be construed as a waiver of any of its rights.
    4. Any waiver by V&G of any breach of, or any default under, any provision of these Conditions by the Customer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Conditions.
    5. Amicable resolution shall first be sought for any disputes arising between the parties to the Contract. The party seeking resolution to a dispute will first give notice in writing to the other party setting forth a concise statement of the issues to be resolved. The parties will then negotiate in good faith through their senior representatives for a period of 15 working days, and during such time neither party will be entitled to issue or threaten proceedings against the other party. If the dispute has not been resolved within such 15 working day period, either party may then make an application to court for resolution of the dispute in accordance with the relevant procedural rules.
    6. The parties do not intend that any rights in relation to any Contract or any Quote will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to them.
    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 exclusive jurisdiction of the English courts.