Terms and Conditions
Purchase of Exams Furniture/Sound absorption panels/Secure Storage
Terms & Conditions
For all items purchased via Exam SOS Limited (trading as The Exams Office) see 1-13 below, with additional Terms and Conditions listed for specific items
1. Construction of Contract
1.1 In these Conditions the following expressions shall have the following meanings:
“The Seller” shall mean ExamSOS Limited (trading under ‘The Exams Office’) a company registered in England and Wales under number 7293792.
“The Buyer” shall mean the person, firm or company whose order for the Goods is accepted by the Seller. “The Goods” shall mean the Goods which the Seller has or is to supply in accordance with these conditions and shall include where appropriate any installation of the Goods and other work carried out by the Seller
1.2 in connection with the Goods.
1.3 “The Contract” shall mean the contract for the sale of the Goods by the Seller to the Buyer. The terms of the
Contract shall consist of these Conditions of Sale. No other terms (whether contained in any document issued by
the Buyer or in any written or oral communication between the parties) shall apply to the Contract nor shall
these Conditions be modified without the Seller’s written agreement. The Seller shall be entitled to amend
technical specifications of the Goods without notice.
The Seller shall be entitled to refuse sale to certain persons if deemed necessary.
2. Formation of Contract
2.1 Unless accepted before lapse or withdrawal, quotations may be withdrawn at any time and shall lapse
automatically after the date specified in the quotation.
2.2 The Contract shall be formed by the express or implied acceptance by the Buyer of the terms and conditions
herein set out. Acceptance shall be implied by acceptance by the Buyer of the Goods. Telephone orders by the
Buyer, which are accepted by the Seller, shall be subject to these conditions. Any such acceptance shall be subject to the Buyer’s credit being to the satisfaction of the Seller and the Seller shall be entitled to cancel the Contract without liability should the Buyer’s credit subsequently become inadequate for whatever reason.
3.1 Although the Seller will endeavour to deliver and if so agreed install the Goods within any delivery or
installation time specified (if any) in any quotation (in writing or otherwise) that time is an estimate and not a
term of the Contract. In no event whatsoever will the Seller be liable for damages of any kind including special
indirect or consequent damages caused by any delay in delivery or installation.
3.2 Any time specified shall be extended by any period or periods during which the delivery of the Goods or the
work by the Seller in connection with the Contract is delayed due to a circumstance mentioned in clause 8.8.
3.3 If any such delivery or installation time is extended by more than 6 weeks then the Buyer shall be entitled to
give written notice to the Seller requiring the Goods to be delivered within 28 days of the date of such notice
failing which the Buyer will have the right to give further written notice terminating the Contract forthwith.
3.4 The Seller shall be entitled to deliver the Goods by instalments.
3.5 The delivery by the Seller of a greater or lesser quantity of the Goods than the quantity provided for in the
Contract, or the delivery of goods only some of which are defective, shall not entitle the Buyer to reject all of the
3.6 Delivery will take place at the Seller's premises or at such other delivery address as specified in the Contract
provided always that there shall only be one delivery address in relation to each Contract and that address must
be located on the UK mainland. Where the delivery address is the Seller’s premises, collection of the Goods shall
be made by the Buyer or his agent collecting the Goods at the Seller’s premises at any time after the Seller has
notified the Buyer that the Goods are ready for collection. Where the delivery address is not the Seller’s premises, delivery of the Goods shall be made by the Seller or its agent delivering the Goods to that place.
3.7 If the Buyer refuses or fails to take delivery of the Goods or fails to provide adequate labour and facilities for the safe unloading of the Goods or to give the Seller adequate delivery instructions at the time stated for delivery
(otherwise than by reason of the Seller’s fault) then, without prejudice to any other rights or remedies available
to the Seller, the Seller may:
3.7.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage;
3.7.2 or sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under Contract.
3.8 Where the Goods are to be delivered by instalments, each delivery shall constitute a separate contract and
failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any
claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a
whole as repudiated.
3.9 Where the delivery address is not at the Seller’s premises, in order that the Seller can comply with its carrier’s
conditions, any claim in respect or error in the quantity of packages of Goods delivered or in respect of damage
to the Goods in transit must be endorsed by the Buyer on the carrier’s delivery documentation immediately upon
receipt of the Goods. Furthermore a claim shall be made in writing by the Buyer to the Seller within 7 days of
the date of delivery of the Goods.
3.10 Any claim in respect of an error in the type of Goods, or quantity and/or condition of Goods within packages
delivered must be made in writing by the Buyer to the Seller within 7 days of the date of the Goods.
3.11 Failure to make such a claim in accordance with Clauses 3.9 and 3.10 shall constitute unqualified acceptance of the Goods and waiver by the Buyer of all claims relating to error in quantity or type of Goods delivered or relating to the condition of Goods delivered. Similarly, if in such circumstances any Goods invoiced by the Seller are not delivered, in order that the Seller can claim against its carriers where appropriate, the Buyer must notify the Seller within 5 days of the date of invoice, failing which the Buyer will be liable to pay for the Goods in full.
3.12 Delivery charges are based upon the goods purchased and are charged at £15, £30 or £40 (plus VAT) per order.
4. Property and Risk
4.1 The Goods are at the risk of the Buyer from the time of delivery in accordance with clause 3.
4.2 Ownership of the Goods shall not pass to the Buyer until the Seller has received payment in full (in cash or
cleared funds) all sums due to it in respect of:
4.2.1 the Goods; and
4.2.2 all other sums which are or which become due to the Seller from the Buyer on any account.
4.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:
4.3.1 hold the Goods on a fiduciary basis as the Seller's bailee;
4.3.2 store the Goods (at no cost to the Seller) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Seller's property;
4.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and maintain the Goods in satisfactory condition and keep them insured on the Seller's behalf for their full price
4.3.4 against all risks to the reasonable satisfaction of the Seller. On request the Buyer shall produce the policy of insurance to the Seller
4.4 The Buyer may resell the Goods before ownership has passed to it but only on the following conditions:
4.4.1 any sale shall be effected in the ordinary course of the Buyer's business at full market value; and
4.4.2 any such sale shall be a sale of the Seller's property on the Buyer's own behalf and the Buyer shall deal as principal when making such a sale.
4.5 The Buyer’s rights to possession of the Goods shall terminate immediately if the Buyer:
4.5.1 becomes bankrupt or makes an arrangement or composition with his creditors or (being a body corporate) enters into liquidation or has a receiver and/or manager, administrator or administrative receiver appointed over its undertaking or any part thereof; or
4.5.2 suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Seller and the Buyer, or is insolvent or ceases to trade;
4.5.3 or encumbers or in any way charges any of the Goods or proposes to do so.
4.6 The Seller shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the
Goods has not passed from the Seller.
4.7 Where the Seller is unable to determine whether any Goods are the goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Seller to the Buyer in the order in which they were invoiced to the Buyer.
4.8 On termination of the Contract, howsoever caused, the Seller's rights in Clause 4 (but not those of the Buyer)
shall remain in effect.
5.1 The price of the Goods shall be based upon the prices listed in the Seller’s published price list current at the date of delivery of the Goods. Prices detailed in any published price list or in any quotation (in writing or otherwise) are subject to Clause 7, be inclusive of delivery charges to one address in the United Kingdom mainland and provisional only and are subject to adjustment to take account of increases in the Seller’s costs and overhead expenses and any exchange fluctuation which causes the Seller’s costs to increase in relation to the price quoted.
5.2 All price lists and, where appropriate any installation charges or other charges for work done in relation to the
Goods are listed exclusive of VAT and where payable any export duty, foreign import duty and any additional
installation, carriage and insurance charges payable under Clause 7 which shall, where applicable, constitute
6. Payment Terms
6.1 If the Seller has granted the Buyer credit facilities, then except as provided in Clause 4, payment of the price
must be made within 14 days following the date of invoice. Otherwise payment must be in cash prior to delivery. Payment shall be made direct to the Seller in the currency invoice to the address shown for payment. The Buyer shall not be entitled to exercise any right of set-off against payment due to the Seller.
6.2 The Seller shall be entitled to withdraw the Buyers credit facility (if any) at any time at its sole discretion. Any
outstanding payments shall become immediately due.
6.3 The Seller shall be entitled to charge interest on any overdue sum at the rate of 3% per month from the due date until the date of actual payment as well after and before any judgement.
7. Additional Delivery Charges
7.1 The Seller may at its discretion charge such additional sum for delivery and insurance as is reasonable to cover unusual or special arrangements, such as:
7.1.1 delivery outside of the hours of 0800-1700 Monday to Friday or during statutory or public holidays,
7.1.2 delivery during a day designated by the company from time to time as a day of closure. Such dates if any shall be advised to the Buyer by the Seller’s sales office upon the placing of an order,
7.1.3 orders of a quantity lower than the minimum order quantity as may from time to time be notified by the Seller’s sales office. The minimum order quantity may be amended without prior notice.
7.1.4 delivery to addresses outside the UK Mainland,
7.1.5 delays caused by instructions from the Buyer or by the failure of the Buyer to give adequate delivery instructions or information,
7.1.6 delays and additional work encountered on installation or other work connected with the Goods as a result of inadequate instructions from the Buyer or by circumstances, which are not apparent at the time, any quotation (written or otherwise) was given by the Seller.
8. Warranty and Exemptions
8.1 The Seller undertakes that if it is given notice that any of the Goods were defective on delivery and if the defect arises from faulty materials or workmanship in manufacture or installation the Seller will repair or replace the defective item free of charge other than delivery charges.
8.2 Notice must be given promptly on discovery of the defect and in any event not later than 7 days after delivery.
8.3 There shall be excluded from the Contract all other conditions, warranties, statements, and representations
whether express or implied, statutory or otherwise, as to quality, fitness for any particular purpose or as to
correspondence with any sample.
8.4 The warranty contained in Clause 8.1 does not apply to the extent that the defect is caused or contributed to by abuse, improper installation or application of the Goods, or where the Goods have been damaged by accident or negligence in use, storage or transportation.
8.5 The Seller’s liability under this warranty shall be limited to repair or replacement as provided above. In no event whatsoever will the Seller be liable for special, indirect or consequential damages.
8.6 The Buyer shall give the Seller immediate notice of any alleged defect as soon as it becomes apparent, and shall retain the Goods at its premises until advised by the Seller to return them. Goods alleged to be defective shall be subject to inspection and testing by the Seller at its own or (if the Seller so chooses) at the Buyers premises and the Buyer shall allow the Seller adequate facilities at the Buyer’s premises to investigate the complaint.
8.7 The Buyer shall indemnify the Seller against any claims and any cost and expenses (including legal costs) relating thereto, in respect of any loss or damage, howsoever arising and of whatever nature, suffered by any third party in relation to or in any way connected with the Goods supplied to the Buyer by the Seller.
8.8 Neither Party shall be liable for any failure to perform any of its obligations under or in connection with the
Contract if such delays are due to fire, explosion, flood, storm, tempest, sabotage, strikes (official and unofficial),
riot, invasion, acts of war, shortage of labour, power of materials, civil commotion, accidents, plant breakdown,
failure of supply of the Goods by the Seller’s supplier, compliance with an order of an apparently competent
authority, or any other event beyond the Party’s reasonable control
8.9 Goods Ordered in Error- For all returnable products, notification should be made in writing within 3 days of delivery date. A re-stocking fee of 35% of goods value will apply to any returned products. All returns are at the expense of the customer. All products that have been made to order and are non-returnable are clearly marked within the pages of our catalogue and on product web pages.
8.10 All products have a one year guarantee for a year in normal use. For exams related products this is defined as occasional (during summer exam series and parents/open evenings) and not every day use. Many products have a longer stated guarantee against manufacturing and material defects.
In the event of the buyer suffering (or appearing to the seller to be about to suffer) the onset of insolvency or
being in breach of any term of the contract the seller shall be entitled, without prejudice to its other rights, to
postpone delivery both in respect of the Contract in question and any other contracts with the Buyer until the
breach has been rectified and/or (at its option) to determine the contract (and/or any such other contracts) and
to recover payment for all deliveries already made and for any costs already expended for the purpose of future
deliveries (less any allowance of the value thereof as utilised by the seller for other purpose) and also to recover
from the Buyer a sum equivalent to the Seller’s loss of profit arising out of such determination. The exercise of
the Seller’s option to postpone delivery shall not prevent the subsequent exercise of the Seller’s option to
determine the Contract and/or any other such contracts.
The Contract may be cancelled by the Buyer only with the Seller’s written consent. In event of such cancellation
the Seller shall be entitled to charge the Buyer cancellation charge, commensurate with the Seller’s cost incurred
up to the date of the cancellation plus the Seller’s loss of profit.
11. Law and Jurisdiction
The proper law of the contract shall be English law and any difference or dispute hereunder shall except where
otherwise herein provided be dealt with by the Courts of England, save that the Seller shall be entitled to bring
proceedings against the Buyer who hereby submits to the jurisdiction of the English Courts accordingly.
Notice served by facsimile or e-mail to the appropriate terminal of the party to be served shall be deemed properly served if followed by a first class letter properly addressed signed by or on behalf of the party serving the notice. Any notice to the Seller shall be delivered to the Seller at its current postal address as specified on the company letterhead and invoice, or such other address as the seller may from time to time have notified for the purpose of this Clause 12.
All our guarantees are on the manufacturing of the furniture and are subject to fair wear and tear.
Sound Absorption Panels
The Terms and Conditions below are in addition to the general Terms and Conditions (1-13) set out above
The returns policy detailed below supersedes all information relating to return of goods above in regard to Sound Absorption Panels only.
1 Returns Policy – If you are not 100% satisfied with your purchase you may return the items for a full refund within 30 days. We require customers to pay for return shipping only (£40). The entire purchase price of the products (less £40 for shipping) will be refunded as soon as panels are received.
2. If items are damaged, this must be identified with the courier at point of delivery. Items should not accepted or signed for and returned via the courier. We will replace any damaged items at no extra cost (this includes shipping).
The Terms and Conditions below are in addition to the general Terms and Conditions (1-13) set out above
Your attention is drawn to the clauses in the Conditions below which exclude or limit Exam SOS Limited’s (trading as The Exams Office) liability.
1. QUOTATIONS AND ORDERS
1.1 Any quotation provided by The Exams Office to the Customer is valid for a period of thirty days only from the date when it was despatched by The Exams Office to the Customer, or such shorter period as may be stipulated on the quotation.
1.2 All orders for Goods shall be deemed to be an offer by the Customer to purchase the Goods pursuant to these Conditions. Such order shall be deemed to be accepted by The Exams Office at the time of receipt of such order unless non-acceptance is notified to the Customer within fourteen working days.
1.3 The Customer is responsible to The Exams Office for ensuring the accuracy of the terms of any order and for giving The Exams Office any necessary information relating to the Goods within a sufficient time to enable The Exams Office to perform the Contract in accordance with its terms.
1.4 Subject to clauses 2.2, 2.3 and 5 below, no order which has been accepted by The Exams Office may be cancelled by the Customer except with the agreement in Writing of The Exams Office, signed by a duly authorised representative of The Exams Office, and on terms that the Customer shall indemnify The Exams Office in full against all loss, costs, damages, charges and expenses incurred by The Exams Office.
1.5 Subject to clause 1.2 The Exams Office reserves the right to accept or refuse orders. The Exams Office also reserves the right (without prejudice to any other remedy) to cancel any uncompleted order or to suspend delivery in the event of the Customer’s obligations to The Exams Office (including in particular, but without limitation, payment on the due dates for Goods delivered) not being performed in accordance with their terms.
1.6 The Customer is responsible for ensuring that the Goods comply with any applicable statutory and regulatory requirements for any country, except the United Kingdom, in which the Goods may be in transit at any time or are to be used or sold.
1.7 The Contract is subject to the Customer’s rights of cancellation as set out in clauses 2.2, 2.1 and 5 below.
1.8 The Exams Office reserves the right to make any changes to the Goods which are required to conform with any applicable safety or other statutory requirements, which do not materially affect their quality or performance.
1.9 All illustrations, drawings and general descriptions contained in The Exams Office’s price lists, advertisements, catalogues, brochures or other advertising material or literature (including but not limited to items accessible via the Internet) or otherwise provided to the Customer are intended for general guidance only and shall not be binding on The Exams Office and are only approximate indications of the type, size or colour of the Goods quoted for and sales of such Goods shall not be by reference thereto.
1.10 The packaging of the Goods is at the sole discretion of The Exams Office who shall have the right to pack the Goods in such manner and with such materials and in such quantities as it thinks fit.
2. DESCRIPTION AND PRICE OF THE GOODS
2.1 The Goods are subject to availability. If on receipt of the Customer’s order, the Goods ordered are not available in stock, The Exams Office will inform the Customer as soon as reasonably practicable and offer the Customer the option of either reconfirming the Customer’s order to be delivered at a future date or cancelling the order. If the Customer cancels, The Exams Office will refund or recredit the Customer for any sum that has been paid by the Customer for the Goods.
2.2 Every effort is made to ensure that prices contained in The Exams Office’s price lists or in its current catalogue are accurate at the time the Customer places an order. If an error is found, The Exams Office will inform the Customer as soon as reasonably practicable and offer the Customer the option of either reconfirming the Customer’s order at the correct price or cancelling the order. If the Customer cancels, The Exams Office will refund or recredit the Customer for any sum that has been paid by the Customer for the Goods.
3. DELIVERY AND PERFORMANCE
3.1 Every effort will be made to deliver the Goods as soon as reasonably practicable after the Customer’s order has been accepted, and in any event within 10 days of such acceptance. However, any dates quoted by The Exams Office for delivery of the Goods are approximate only and The Exams Office shall not be liable for any delay in delivery of the Goods howsoever caused. In this case, The Exams Office will inform the Customer as soon as reasonably practicable.
3.2 Subject to The Exams Office giving the Customer prior reasonable notice The Exams Office may deliver the Goods to the Customer in advance of the quoted delivery date.
4. RISK AND PROPERTY
4.1 Risk of damage to, or loss of, the Goods shall pass to the Customer upon delivery of the Goods at the Delivery Address or (as the case may be) when the Goods are collected.
4.2 Notwithstanding delivery and/or the passing of risk in the Goods, the Goods shall remain the property of The Exams Office until whichever shall be the later of (a) delivery of the Goods at the Delivery Address and (b) the Customer having paid to The Exams Office all sums outstanding under the Contract and all other contracts between the parties.
5. YOUR RIGHT OF CANCELLATION
5.1 The Customer has the right to cancel the Contract at any time up to the end of thirty days after the Customer has received the Goods.
5.2 To exercise the right of cancellation, the Customer must give written notice to The Exams Office by email, on the email address shown in the Contract, giving details of the goods ordered and (where appropriate) their delivery. The customer must obtain a goods return note (GRN) number within thirty days of the delivery date, this number can be obtained by contacting our customer service team on 0333 7000 755.
5.3 If the Customer exercises its right of cancellation after the Goods have been delivered to it, the Customer will be responsible for returning the Goods to The Exams Office at its own cost. The Goods must be returned to the address shown in the Contract. The Customer must take reasonable care to ensure the Goods are not damaged in the meantime or in transit.
5.4 Once the Customer has notified The Exams Office that it is cancelling the contract, The Exams Office will refund or re-credit the Customer any sum that has been paid by the Customer or debited from the Customer’s credit card for the Goods, less carriage charges, within thirty days of return of the Goods by the Customer to The Exams Office.
5.5 If the Customer does not return the Goods as required, The Exams Office will charge the Customer a collection charge equal to the delivery charge plus a 10% re-stocking charge. These charges will be deducted from the refund / re-credit in (5.4).
6. WARRANTIES AND LIABILITY
6.1 All Goods supplied by The Exams Office are warranted free from defects for a minimum of 12 months from the date of supply.
6.2 This warranty does not apply to any defect in the Goods arising from fair wear and tear, wilful damage, accident, negligence by the Customer or any third party, use otherwise than as recommended by The Exams Office, failure to follow The Exams Office’s instructions, or any alteration or repair carried out without The Exams Office’s approval in Writing.
6.3 Advice of damage, delay, non-delivery or partial loss of Goods in transit, or that the Goods supplied to the Customer develop a defect while under warranty, or that the Customer has any other complaint about the Goods, must be notified to The Exams Office in Writing within 1 days of delivery or performance (or, in the case of non-delivery, within 28 days of despatch of the Goods) and any such claim must be made in Writing to The Exams Office within 7 days of delivery or performance (or, in the case of non-delivery, within 42 days of despatch). All other claims must be made in Writing to The Exams Office within 14 days of delivery or performance. Subject to clause 6.6 below, The Exams Office shall not be liable in respect of any claim unless these requirements have been complied with except in any particular case where the Customer proves that (i) it was not possible to comply with the requirements and (ii) advice (where required) was given and the claim made as soon as reasonably possible.
6.4 The Exams Office shall not be liable for indirect loss or third party claims occasioned by delay in delivering the Goods or for any loss to the Customer arising from such delay whether as a result of The Exams Office’s negligence or otherwise.
6.5 Without prejudice to clause 6.2 above but subject to clause 6.6 below, where the Goods are defective for any reason, including negligence, The Exams Office’s liability (if any) shall be limited to:
6.5.1 replacing the Goods;
6.5.2 rectifying such defects at its own expense; or
6.5.3 granting the Customer a full or partial refund or credit note for the appropriate part of the purchase price; in which case The Exams Office shall have no further liability to the Customer.
6.6 Nothing in these Conditions shall exclude The Exams Office’s liability for death or personal injury as a result of its negligence.
6.7 Subject to clause 6.6 above, The Exams Office shall not be liable to the Customer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for:
6.7.1 any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by its negligence, employees or agents or otherwise) which arise out of or in connection with the supply of the Goods and/or the Services or their use or, except as expressly provided in these Conditions; and/or
6.7.2 any sum exceeding £5,000 in respect of any single incident or series of connected incidents.
7. FORCE MAJEURE
The Exams Office shall not be liable for any failure or delay to carry out the Contract for any reason beyond its reasonable control, including (without limitation), act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or resulting from any inability to procure materials required for the performance of the Contract.