Spinocchia Freund FF&E Limited

Spinocchia Freund EORI Number: GB286054096000
(For all overseas goods, the must be sent using these details)

Purchase Order Terms & Conditions

This Purchase Order is prepared by Spinocchia Freund FF&E Limited in its capacity as purchasing agent (” the Agent”), acting for and on behalf of the Client (as identified and named on this Purchase Order). This Purchase Order is solely for the account of the Client and not for the account of the Agent. The Agent assumes no monetary or other liability whatsoever under the Purchase Order and the Supplier has entered into the Purchase Order having acknowledged and accepted that any liability under the Purchase Order is the sole and exclusive responsibility of the Client.

1. Definitions:

1.1. “Buyer” means the Client named in the Purchase Order who buys or agrees to buy the Goods from the Supplier.

1.2. “Conditions” means the terms and conditions of purchase set out in this document and any special terms and conditions specified in the Purchase Order (as set out under Supplier Instructions).

1.3. “Delivery Date” means the date specified in the Purchase Order when the Goods are to be delivered or collected (if purchase order states ex-works).

1.4. “Goods” means the items which the Buyer agrees to buy from the Supplier and as described in the Purchase Order.

1.5. “Description” – refers to the colour, material, look, finish, paint, polish, size, feel, plumpness, firmness of filling and any other description to explain how goods should look after manufacture.

1.6. “Approved Condition Report” – refers to the “Condition Report” supplied by the Agent for completion by the Supplier (reporting the condition of the Antiques & Collectables/ or pre-owned goods (be they furniture, lighting or accessories). The Supplier will truly and faithfully state the Goods’ quality and state of repair, all maintenance issues and any defects on the report which should also make recommendations on restoration, re-wiring required. This should be supported by unedited images which are a true reflection of the Goods condition.  The Condition Report will be Approval by the Agent of the report will determine the progression of the order.

1.7. “Approved Shop Drawings” – refers to the final shop drawings produced by the Supplier of Bespoke Goods, and signed and dated by the Agent as approved for manufacture.

1.8. “Antiques & Collectables” – means  a collectable object such as a piece of furniture or work of art that has provenance or value because of its age and quality.

1.9. “Bespoke Goods” – the goods that are designed and fabricated for the client.

1.10. “Price” means the price for the Goods as stated in the Purchase Order.

1.11. “Purchase Order” means the order issued directly to the Seller by the Agent on behalf of the Buyer for the purchase by the Buyer from the Supplier of the Goods specified in the order in accordance with the Conditions

1.12. “Working Day” means any day from Monday to Friday (inclusive) which is not a UK statutory bank holiday.

1.13. “Supplier” means the supplier, re-seller, dealer, broker, online portal, online seller, gallery, manufacturer or manufacturer’s agent providing the Goods.

2. Conditions Applicable:

2.1. The Purchase Order shall be deemed to be an offer by the Buyer to purchase Goods from the Supplier pursuant to these Conditions. The Purchase Order will be deemed as not accepted by the Supplier until acknowledged. If unacknowledged after 3 Working Days of receipt an alternative Supplier will likely be sought.

2.2. Any variations to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the parties, including by email.

2.3. The Supplier will review the Purchase Order upon receipt and will immediately address any queries or discrepancies on the Purchase Order directly to the Agent before the Purchase Order is processed. In the event any changes are agreed, the Agent will issue an updated Purchase Order, that will replace the original Purchase Order.  The Purchase Order, Invoice, Order Confirmation and Approved Shop Drawings/ Approved Condition Reports will contain the agreed details of the order.

2.4. In the event of any ambiguity between the documentation the Approved Shop Drawings/ Approved Condition Reports will take precedence in the case of Bespoke items and Custom Goods, and the Purchase Order in the case of Antiques & Collectibles, Off the Shelf goods, and Art & Accessories.

2.5. The Supplier acknowledges that it shall accept instructions with regards to each Purchase Order from the Agent and shall not have any direct dealings or contact with the Buyer unless authorised through the Agent.

2.6. The Supplier shall always be responsible to ensure that in respect to the Goods provided to the Buyer there are no issues arising out of any intellectual property in such Goods and the Supplier fully indemnifies the Buyer against any claims made by any third party arising out of any infringement of any third party intellectual property rights.

3. Confidentiality:

3.1. All communication, whether written or verbal, shall remain confidential at all times. No mention of the Buyer, project, design or other element shall be made public by the Supplier without the Buyer’s prior written consent, which is only obtainable through the Agent.

4. Payment/Invoicing:

4.1. Payment will be made promptly in accordance with the Suppliers payment terms and where relevant, on the approval of any required control samples, Approved Shop Drawings/ Approved Condition Reports or approved production photos/videos or manufacturer or visit for Bespoke goods.

4.2. Overage costs will only be accepted by prior agreement. And in the case of bespoke goods prior to the commencement of manufacture.

5. The Goods:

5.1. The quantity and description of the Goods shall be as set out in the Purchase Order.

6. Delivery of the Goods:

6.1. If the Supplier fails to deliver all Goods, or if the Goods are not as per the description in accordance with the terms of the Purchase Order on the agreed Delivery Date stated on the Purchase Order, then without prejudice to the Buyer’s rights for breach of contract:

The Buyer may terminate the Purchase Order. In this event without prejudice to the Buyer’s other remedies the Seller shall promptly collect any Goods, which have been delivered and forthwith refund to the Buyer any sums paid by the Buyer on account of the Price; where delivery of a quantity & description of the Goods which correspond to the contract which is less than the agreed quantity & description has been tendered and the Buyer has not exercised its rights of termination under clause 6.1.1 the Buyer may accept the Goods which correspond to the contract and recover damages for the Seller’s breach in respect of the failure to deliver the remainder of the Goods.

6.2 Supplier shall take steps to ensure that any Goods supplied can be delivered through all access routes to the final location on site. Such information as required by the Supplier to facilitate the delivery should be requested from the Agent. However the Supplier is required to undertake a site & access survey if the Supplier deems it necessary. The Purchase Order is entered into on the basis that the Supplier has taken such steps as necessary to ensure all the Goods can be delivered to the location as per the information provided by the Agent.

6.3  The Buyer will not accept any goods including fabric that has been subject to change in appearance or quality during manufacture, transportation and/ or treatment. It is the supplier’s responsibility to ensure that goods including fabrics are packaged adequately to avoid any damages.

7. Acceptance of the Goods:

7.1. The Buyer may by notice to the Seller prior to acceptance reject any Goods that are not in accordance with the terms & descriptions of the Purchase Order within 3 months of receipt. The Buyer may set off against any payment due to the Supplier (whether under the Purchase Order or otherwise) the price of such Goods. Unless within a reasonable time of receipt of notice of rejection the Supplier collects such Goods the Buyer may dispose of them, as the Buyer shall think fit, and may debit any costs incurred by the Buyer against the Supplier’s account.

8. Warranties and Liability:

8.1.1 The Goods will at the time of delivery correspond to the description given by the Supplier, and as per the Approved Shop Drawings in the case of Bespoke Goods, and the Approved Condition Report, its evidence and imagery, any descriptions of provenance and certificates of authenticity (where relevant) in the case of Antiques & Collectables.

8.1.2 Other than in the case of Antiques and Collectibles, for a minimum period of 12 months from the date of acceptance of Goods by the Buyer, all Goods shall be free from defects in material, workmanship and design and shall be suitable for the purpose for which they are intended and shall be of merchantable quality.

8.1.3 In the instance of Antiques and Collectibles they must also be suitable for the purpose for which they are intended.

8.1.4 Any agreement to a longer warranty period will be advised by the Supplier on the acceptance of the Purchase Order.

8.2 The Supplier warrants that:

8.2.1 It has the right to sell the Goods and that the Goods are free of all liens and encumbrances

8.3     The Supplier shall replace or repair, at the Buyer’s option, all the Goods failing to comply with the warranties set forth in this Clause 8. The Supplier shall bear all warranty costs such as labour, material, inspection and shipping to and from the Buyer’s facilities. The Supplier shall bear all consequential costs associated to any warranty repair or replacement. If the Buyer incurs any such cost, it may either recover them directly from the Supplier or deduct them from any amounts due to the Supplier. The Purchase Order, Approved Shop Drawings, approved control samples is subject to the Supplier’s compliance with applicable sales tax law, VAT and/or applicable sales or transfer tax as imposed by the appropriate jurisdiction. Such taxes are in addition to the Price.

9. Force Majeure:

9.1 The Supplier shall have the right to delay delivery or reduce the amount of Goods delivered or be released from all liability under any Purchase Order existing between the Supplier and the Buyer if it is prevented from or hindered in or delayed in delivering by the normal route or means of delivery of the Goods through any circumstances beyond its reasonable control.

9.1.1 If the Supplier gives notice to the Buyer of a delay in the delivery of a Purchase Order or of a reduction in the Goods specified in a Purchase Order as a result of Force Majeure, the Buyer shall have the right to give notice to the Supplier to cancel the Purchase Order and to purchase elsewhere at its own risk and costs such quantities of Goods as may be necessary to cover the Buyer’s requirements.

10. Title and Risk:

10.1 Title shall pass on payment or possession of the Goods, whichever is the sooner.

11. Compliance with Laws

11.1 The Supplier and the Buyer shall at all times comply with their obligations in respect to any personal data and shall only process such data in accordance with the laws and regulations applicable in the relevant jurisdiction and shall take such appropriate steps and maintain such systems for that purpose.

11.2 The Supplier and the Buyer shall not act in any way in breach of the Bribery Act 2010 or any other anti -corruption laws or regulations applicable.

12. Law and Jurisdiction:

12.1 The Purchase Order is subject to the laws of England and Wales and any legal proceedings if required) may only be taken in the courts of England and Wales which shall have exclusive jurisdiction.

13 General:

13.1 No waiver or forbearance by either party (whether express or implied) in enforcing any of its rights under this contract shall prejudice its rights to do so in the future.

13.2 All headings are for ease of reference only and shall not affect the construction of this contract.

13.3 Any provision of the Purchase Order, which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision of this contract.

13.4 References to clauses are, unless otherwise stated, to clauses of these Conditions.

13.5 Any notice required to be served pursuant to the Purchase Order shall be in writing and served by first class post, by hand or by email (receipt confirmed) on either party at the registered office or principal place of business of either party.

13.6 Service of any legal proceedings shall not be accepted by email.