TERMS AND CONDITIONS OF SALE

1. Orders are accepted solely upon and subject to ICON Office Furniture Limited terms and conditions as herein contained. Unless otherwise agreed in writing, any variations of these conditions by the Buyer shall be ineffective.
2. ICON Office Furniture Limited shall not be bound by any order until it has given its written acceptance of the Buyer’s order.
3. All quotations and price lists are based upon ICON Office Furniture Limited costs at the date of publication and will be subject to amendment or withdrawal prior to contract without notice. Prices shown exclude Value Added Tax.
4. The contract price is that contained in the written acceptance of the Buyer’s order and may only be altered in accordance with Clauses 5 and 6 below.
   
5. All goods will be charged at prices ruling at the date of acceptance, provided that the date of delivery is not more than two calendar months after the date on which any new prices become effective, and will be invoiced on day of despatch.
   
6. ICON Office Furniture Limited shall not be bound by any order retention value and retention can only be agreed by prior consultation and discussion with ICON Office Furniture Limited
   
7. ICON Office Furniture Limited reserves the right to amend the contract price as a result of variations as follows:-
• variations to specifications requested by the Buyer and agreed by ICON Office Furniture Limited;
• work undertaken outside normal working hours if requested by the Buyer and agreed by ICON Office Furniture Limited;
  
• suspension and delays of site work beyond the control of ICON Office Furniture Limited and delays caused by the Buyer being unable to accept deliveries or allow site work within the agreed programme. ICON Office Furniture Limited will invoice all work done and all goods ready for delivery and make additional charges in respect of transport, handling and storage.
  
• non-collection of the goods where it has been agreed that the Buyer will collect from the factory. ICON Office Furniture Limited will invoice goods when ready for collection and make additional charges in respect of transport, handling and storage if not collected within a reasonable time.
  
8. The Buyer shall pay ICON Office Furniture Limited any sums invoiced, including interim invoices and stage payments, on a net monthly account basis unless otherwise specifically agreed in writing by ICON Office Furniture Limited. Thus all invoices shall be due for payment at the end of the month following the month of invoice. Any previously agreed discounts or special terms may be withdrawn by ICON Office Furniture Limited if payment is not made by the due date and, without prejudice to any other rights, ICON Office Furniture Limited reserves the right to charge interest at the rate of 1.5% per month on all amounts overdue.
   
9. All deliveries are effected to ground floor entrance only and adequate assistance to offload must be provided unless otherwise agreed in writing. Unless otherwise stated, the contract price includes one delivery in the U.K. (mainland) to the Buyer’s premises. Deliveries to premises other than those of the Buyer will be subject to agreement by ICON Office Furniture Limited. Deliveries may be subject to a minimum order value and carriage may be charged. Delivery does not include unwrapping or positioning of goods unless installation has been agreed as part of the order. Installation when included will form part of a separate installation contract.
   
10. All delivery dates are quoted in good faith. ICON Office Furniture Limited shall not be liable for any loss or damage whatsoever arising from late delivery of goods.
    
11. Where the goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure of ICON Office Furniture Limited to deliver any one or more instalments in accordance with these conditions or any claim by the Buyer in respect of one or more instalments shall not entitle the Buyer to treat the contract as a whole as repudiated.
    
12. Passing of risk and property:-
• risk of damage to or loss of the goods shall pass to the Buyer at the time of delivery or, if the Buyer or his nominee wrongfully fails to take delivery of the goods, the time when ICON Office Furniture Limited has tendered delivery of the goods;
  
• 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 Buyer until ICON Office Furniture Limited has received in cash or cleared funds payment in full of the price of the goods and all other goods agreed to be sold by ICON Office Furniture Limited to the Buyer for which payment is then due;
  
• until such time as the property in the goods passes to the Buyer, the Buyer shall hold the goods as ICON Office Furniture Limited 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 identified as ICON Office Furniture Limited property. Until that time, the Buyer shall be entitled to resell or use the goods in the ordinary course of business but shall account to ICON Office Furniture Limited for the proceeds of sale or otherwise of the goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored protected and insured;
  
• until such time as the property in the goods passes to the Buyer (and provided the goods are still in existence and have not been resold), ICON Office Furniture Limited shall be entitled at any time to require the Buyer to deliver up the goods to ICON Office Furniture Limited and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the goods are stored and repossess the goods;
  
• 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 ICON Office Furniture Limited but if the Buyer does so all monies owing by the Buyer to ICON Office Furniture Limited shall (without prejudice to any other right or remedy of ICON Office Furniture Limited) forthwith become due and payable.
  
13. ICON Office Furniture Limited reserves the right to modify designs and specifications without prior notification and ICON Office Furniture Limited catalogues, price lists and other advertising matter shall not form part of any contract between the Buyer and ICON Office Furniture ICON Office Furniture Limited All the product descriptions used by ICON Office Furniture Limited are accepted terms used in trade and, in particular, all dimensions quoted are approximate.
    
14. In the event that performance of any obligation by ICON Office Furniture Limited is prevented or delayed by causes outside the reasonable control of ICON Office Furniture Limited, ICON Office Furniture Limited may suspend or cancel the contract or remainder of the contract upon written notice to the Buyer of the inability to perform those obligations without liability for loss and without prejudice to ICON Office Furniture Limited right to receive payment for works carried out and goods delivered previously or without prejudice to any other provision thereof.
    
15. No liability will be accepted in respect of damage or shortages for any delivery unless written notification is received by ICON Office Furniture Limited within 3 days of receipt of goods. ICON Office Furniture Limited delivery notes endorsed "unexamined" or similarly endorsed will be taken to imply that the goods were accepted in good condition.
    
16. ICON Office Furniture Limited shall not be liable for any consequential or indirect loss suffered by the Buyer whether this loss arises from breach of duty in contract or tort or in any other way (including loss arising from ICON Office Furniture Limited negligence). Examples of consequential or indirect loss include but are not limited to loss of profits, loss of contracts, and damage to property of the Buyer.
    
17. ICON Office Furniture Limited total liability (save for death or personal injury) for any one claim or for the total of all claims arising from one act or default of ICON Office Furniture Limited (whether arising from ICON Office Furniture Limited negligence or otherwise) shall not exceed the price for the goods in respect of which the claim is made.
    
18. Should the Buyer not comply with these Terms and Conditions of Sale, ICON Office Furniture Limited reserves the right to cancel or suspend an order or contract and the Buyer shall be liable for the costs of work completed and expenses incurred.
    
19. Orders cannot be cancelled unless by agreement with ICON Office Furniture Limited and upon payment by the Buyer of a cancellation fee equal to any loss sustained by ICON Office Furniture Limited.
    
20. All drawings, designs and samples, etc., given in the course of quotation or during the contract remain the property of ICON Office Furniture Limited and may not be used by a third party without previous written authority and/or payment of all consultancy and design services.
    
21. ICON Office Furniture Limited reserves the right to sub-contract all or part of the work in any contract as is deemed necessary.
    
22. These Terms and Conditions of Sale shall be governed by and construed in accordance with English law and proceedings in relation to them, or to the goods, shall take place in English courts.