TERMS & CONDITIONS - Trade Accounts
Trade Customers - Terms & Conditions 2023
1.1. "The Seller" or “Tommy Franks”.
"The Buyer" means the person, partnership, firm or company which places the order with the Seller. "The Goods" means the article, things or items described in the order.
"The Order" means the order placed by the Buyer for the supply of the Goods.
“The Conditions” means the terms and conditions set out in this document as amended from time to time.
“The Contract” means the contract between the Seller and the Buyer for the sale and purchase of the Goods in accordance with these Conditions.
“Force Majeure Event” has the meaning given in clause 17.
“The Manufacturer” means the person, firm, or company who manufactured the Goods supplied by the Seller under the Contract.
“The Website” means the website operated by the Seller.
1.2. The Seller reserves the right to change these terms and conditions from time to time without notice to the Buyer and the changes will take place on the day they are posted. Any such changes will be posted on the Seller’s website.
- TRADE ACCOUNTS
2.1. Trade only customers need to provide evidence of business trading before supplying any potential Buyer. The Buyer must provide documentary proof (eg Commercial property lease, VAT Certificate, Business invoices, etc.), as well as a fully completed Tommy Franks trade application, which can be found on the Seller’s website tommyfranks.co.uk
2.2. The Seller reserves the right to reject any application it considers is not from a ‘bona fide’ trade Buyer.
2.3. The Seller reserves the right to cancel trade accounts without notice.
2.4. The Seller reserves the right to change prices without notice.
2.5. Re-selling of the products by the Buyer is prohibited unless authorised in writing by the Seller. The Buyer agrees not to reproduce, duplicate, copy or trade any goods purchased from the Seller.
- PURCHASE OF PRODUCTS
3.1. These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3.2. The Order constitutes an offer by the Buyer to purchase the Goods in accordance with these The Buyer shall ensure that the terms of the Order submitted by the Buyer are complete and accurate.
3.3. The Order shall only be deemed to be accepted when the Seller accepts the Order, at which point the Contract shall come into existence.
3.4. The Contract constitutes the entire agreement between the parties. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in the Contract.
3.5. Any samples, drawings, descriptive matter, or advertising issued by the Seller and any descriptions or illustrations contained in the catalogues or the Website of the Seller are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
3.6. The Seller requires an annual minimum spend of £2,000.00 exc. VAT on all trade accounts. Accounts that fall below this value will be revoked and the account closed.
3.7. When the Buyer places an order for items that are in stock, the stock will automatically be allocated to such order and held for a maximum of 2 days. Orders placed for items that are out of stock will be kept on record on the Buyer’s Tommy Franks trade account, and the items will then be ordered in for the Buyer from suppliers.
3.8. The Seller offers a direct container service for Buyers who wish to order items produced in a particular For Buyers who have the ability to take deliveries of containers, possible savings may be made. Please contact the Seller for further details.
- PRODUCT DESIGN AND CHARACTERISTICS
4.1. Subject to clause 5, the Goods are as:-
(a) described by the Seller in any catalogue of the Seller; or
(b) described on the Website; or
(c) inspected by the Buyer at the Seller’s premises; or
(d) Described orally by the Seller at the request of the Buyer.
4.2. In the event of errors regarding price or description, the Seller will notify the Buyer as soon as possible and provide the Buyer with the option to either proceed with a revised Order at the correct price/description, or to cancel the Order. In these circumstances the Seller’s liability shall be limited to providing a full refund of monies paid.
4.3. In purchasing Goods from the Seller on these Conditions, the Buyer is deemed to acknowledge that it does not rely upon the skill or judgement of the Seller or of its employees or agents as to matters connected with the Goods.
4.4. The Seller may occasionally alter or slightly change the design of items. It cannot accept these as faults. The majority of the Seller’s furniture is hand crafted and therefore sizes are only offered as a guide. The Seller reserves the right to change specifications without prior notice.
5.1. Payment is strictly Pro-forma. All Buyers are required to pay pro-forma by either, debit/credit card or bank transfer or electronic payment (unless a prior arrangement has been agreed with the Seller). If orders are placed and picked without payment items may be subject to a 20% restocking fee. Banker’s details are shown on the invoice or available on request. The Seller accepts all the major credit and debit cards.
5.2. The price of the Goods shall be the price set out in the Order or in the Seller’s written acceptance of the Order, or, if no price is quoted, the price as previously notified to the Buyer.
5.3. The Buyer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Buyer shall not be entitled to assert any credit, set-off or counterclaim against the Seller in order to justify withholding payment of any such amount in whole or in part. The Seller may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Buyer against any amount payable by the Seller to the Buyer.
5.4. Deposits may be requested for orders exceeding standard quantity levels or above a certain Such deposits will be treated as non-refundable should orders be cancelled at a late date.
6.1. The Buyer’s premises must have good road access which facilitates vehicles to within close proximity of the delivery point. The drivers are often unaccompanied and may require assistance with unloading.
6.2. The Seller’s Insurance only covers delivery to the Buyer’s door and does not extend to moving items inside the Buyer’s The Seller will not be liable for any damage caused by drivers carrying stock into the Buyer’s premises. Drivers will remain with their vehicle and will not leave the vehicle unattended.
6.3. In the event that the Buyer fails to unload the Goods within 1 hour of their arrival at the Buyer’s premises or such other destination as notified to the Seller at the time of placing the order, the Buyer shall be liable to the Seller for the additional costs incurred by the The Seller shall not be liable to the Buyer for any damage or loss arising directly or indirectly from any delay in delivery.
6.4. All of the Seller’s vehicles operate a multi-drop facility, therefore it is not possible to state an exact delivery time always but we will try our best to inform as such where the information is readily available.
6.5. Unless otherwise agreed in writing, any delivery times specified by the Seller in its quotation or otherwise, are business estimates only and the Seller will not be liable to the Buyer for any loss or damage (whether direct, indirect or consequential) sustained by the Buyer as a result of the Seller's failure to comply with such delivery times.
- RETURNS, DAMAGES/DISCREPANCIES UPLIFTS
7.1. The Buyer must inspect the condition of the Goods immediately upon receipt and report in writing within 24hrs (including Saturday and Sunday) from such inspection, via the Sellers website returns form, any damaged Goods or discrepancies in Goods. If the Buyer fails to give such notice the condition of the said Goods shall be deemed to be in all respects in accordance with the Contract and the Buyer shall be bound to accept and pay for the same The Buyer must keep the packaging intact when unwrapping the Goods. This is essential in preventing the Goods being damaged on return. Under no circumstances can the Seller accept returns that do not have their original packaging.
7.2. The Seller is unable to accept returns for items that have not been delivered by Tommy Franks. The Seller will not be held responsible for any damage incurred via a third party carrier/couriers including Buyer’s own transport. All Goods must be checked within 24hrs (including Saturday and Sunday) before transporting on to end user. The Seller will not accept items returned for credit (except for manufacturing faults) when the Buyer has used a third-party carrier to collect or deliver goods. It is recommended that the Buyer ensures any transport companies, collecting or delivering on the Buyer’s behalf, have the necessary insurance in place.
7.3. Goods are not accepted by the Seller for return from the Buyer without the prior consent. Tommy Franks do not accept change of mind returns.
7.4. All delivery notes must be signed, and name printed by the Buyer and the driver delivering the order. In the event that the quantity of Goods delivered falls short or exceeds the quantity specified on the delivery note, the actual quantity unloaded shall be recorded on the delivery note and countersigned by the Buyer and the driver delivering the Goods, who shall also record the quantity delivered on both copies.
7.5. If Goods are to be returned the Buyer must request an uplift in writing via Tommy Franks website within 5 days (including Saturday and Sunday) of receipt, giving notice to the Seller that the Goods (or any part thereof) will be ready for collection. Items must be returned at the Buyers cost. The Goods must be returned in the original packaging.
7.6. All items to be returned must be packaged in original packaging (save for Goods with manufacturing faults).
7.7 All returned Goods are subjected to a full Quality Control inspection before any decision regarding refund is made. The Seller has the final say on whether an item is defective or The value of the refund issued to the Buyer is at the Seller’s discretion and each case will be considered on its own merit. When the decision to refund has been made a Credit Note will be issued on the Buyer’s Tommy Franks trade account.
8.1. Contracts are not subject to cancellation without the Seller’s written Where cancellation is accepted, the Seller shall in addition to any express terms of cancellation be entitled to reimbursement of any costs incurred by the Seller in connection with the contract.
8.2. All Orders must be cancelled in writing via email. Orders can only be cancelled prior to despatch. Once the Goods have left Tommy Franks the full delivery and returns costs will be incurred in the event the Seller accepts a late cancellation.
8.3. The Buyer will be charged £20.00 minimum or 20% for any items returned to stock at the Buyer’s request. NB. No goods will be accepted for return beyond 60 days from the date of invoice.
8.4. The Seller may terminate the Contract if the Seller is unable to fulfil the Order. In the event of such termination, the liability of the Seller shall be limited to refunding any payments made by the Buyer pursuant to the Contract.
- PRODUCT MARKETING
9.1 Contact Information
All Tommy Franks customer account holders must have their contact details clearly visible on their website.
To avoid confusion between the identity of Tommy Franks and the identity of its customers, the identity of the Seller’s customers must always be clearly visible on their websites and associated social media platforms. Under no circumstances may the Tommy Franks trademarks, product photos, lifestyle imagery, style impressions or any other expressions designed and owned by Tommy Franks be used in such manner as to create confusion on the part of visitors to the customer’s website regarding the identity of the website.
The Seller owns the copyright in the product images (Product Photos) and images with style impressions (Lifestyle Imagery) that are used by the Seller in its promotional material and on its website. The Seller may provide Product Photos or Lifestyle Imagery for use with the Buyer’s marketing literature but the Seller’s Lifestyle / Room shot settings MUST NOT be used on any of the Buyer’s websites, internet pages or any other marketing material. Furniture ranges identified by a “water marked” picture may carry marketing restrictions. The Buyer must contact Tommy Franks head office in advance of designing a website which includes any Tommy Franks product. In appropriate instances, use of some Product Photos or Lifestyle Imagery may be allowed at the sole discretion of the Seller. All such imagery must be removed within a month of accounts being terminated.
(a) Whilst Social media sites can be used for advertising using the Buyer’s own imagery of products, selling through these platforms using any form of Tommy Franks imagery is only permitted on the “shopping” feature of Social Media sites if such imagery is associated with the buyers own lifestyle image on the “homepage” of the account. To confirm, the thumbnail image may only be used as the secondary image within the shopping feature, not on the homepage and not unless the primary image is the buyers own. Accounts found to be selling via these sites using Tommy Franks lifestyle imagery or thumbnail imagery, without the above exception, will have their trading terms revoked and their Tommy Franks trade account closed.
(b) The Buyer must not stimulate the sale of the Seller’s products in a manner that may damage the image or reputation of Tommy Franks. The Seller’s products should not be promoted through nonconformist expressions such as brightly coloured advertising notices and flashing banners.
9.4. Seller Guidelines
(c) If an account is approved to carry the Seller’s products offline in a physical bricks and mortar store environment, this does not automatically extend to approval of the Buyer’s associated digital or mobile environment, nor does access to a Tommy Franks account immediately entitle the Buyer to access the Seller’s full product It is at the Seller’s discretion as to which products will be available for sale within each platform. The Buyer’s digital or mobile platform must be approved via a separate assessment. For further details, please refer to ‘Seller guidelines’ or contact the Seller’s office.
(d) The extent to which Tommy Franks products are presented on the website of the customer must be proportional to current business volumes of Tommy Franks
(e) Any action taken by the Buyer which may negatively impact on the reputation or image of the Seller may result in the termination of the account.
- LIMITATION OF LIABILITY
10.1 Nothing in these Conditions shall limit or exclude the liability of the Seller for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) any matter in respect of which it would be unlawful for the Seller to exclude or restrict liability.
10.2 Subject to clause 15.1:
(a) the Seller shall under no circumstances whatever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(b) the total liability of the Seller to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the price of the Goods.
10.3 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
- GENERAL INFORMATION
11.1. Unless otherwise agreed in writing by the Seller, these conditions supersede any earlier conditions appearing in the Seller's catalogue or elsewhere and override any terms and conditions stipulated, incorporated or referred to by the Buyer, whether in the order or in any negotiations.
11.2. All guarantees, warranties or conditions (including any conditions as to quality or fitness for particular purpose) whether express or implied by statute, common law or otherwise are excluded and hereby negated (save where such exclusions are prohibited by the Unfair Contract Terms Act 1977).
11.3. All Drawings, photographs, illustrations, specifications, performance data, dimensions, weights and the like, whether contained in the contract or made by way of representation, have been provided by the Seller in the belief that they are as accurate as reasonably possible, but they do not constitute a description of the Goods, shall not be taken to be representations made by the Seller, and are not warranted to be accurate.
11.4. The Seller’s employees have no authority to make any representation, statement or report not contained in or incorporated into the quotation by the Seller and the Seller shall not be bound by any unauthorised representation, statement or report. If the Seller adopts any changes in construction, design or specification of its products, the Buyer shall accept the product so changed in fulfilment of the order. All Goods sold are intended for domestic use unless otherwise stated. The Seller cannot accept responsibility if used for contract/commercial purposes.
11.5. These terms and conditions only apply to Buyers who deal directly with the Seller and not Buyers purchasing through agents or
11.6. A person who is not a party to the Contract shall not have any rights under or in connection with it.
12.1. If any Court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
12.2. If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
13.1. A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
- ASSIGNMENT AND SUBCONTRACTING
14.1. The Seller may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
14.2. The Buyer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Seller.
- GOVERNING LAW AND JURISDICTION
15.1. The Contract, 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, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.