All contracts and orders are governed by these terms and conditions of sale. No other terms or conditions shall apply, even though referred to or contained in any order, acceptance or other document submitted by you unless those terms are expressly agreed to in writing by us and signed by a Director.

ACCEPTANCE OF ORDER

By accessing the website and/or engaging in sales activities, you signify your agreement to adhere by these Terms and Conditions.

INTERPRETATION

This Agreement is subject to the following definitions and rules of interpretation stated in this clause.

In these Terms and Conditions the following words and expressions shall have the following meanings:

• “Company, we, us and our” refer to Fabrili.

• “Contract or Order” – means any contract or sales order (the terms and conditions of which are detailed herein) between the Company and the Customer for the sale of Goods and for works done to the Goods by the Company and for any drawing undertaken by the Company for the Customer or any service provided for the Customer by the Company.

• “Customer” – means the individual or partnership body corporate whether limited or other, whose name and address appears on the Customer Confirmation Order.

• “Terms and Conditions” – means those terms and conditions contained herein which apply to all contracts for the sale of Goods to a Customer and/or works done to goods for a Customer and/or for drawings undertaken for a Customer.

• “Bespoke” – Goods made in a fabric of your choice or subject to any form of customisation at your request.

• “Customisation” – The modification of any dimensions, stitching or material that deviate from what is shown on our website.

• “Delivery Note” – A document provided by us stating ‘Delivery Note.’ where a signature is provided upon agreeing acceptance of goods.

• “Domestic Purposes” – Any use of the product at a residential home and not used in connection with running any form of business.

• “Good(s)” – Any chairs, sofas, beds, footstools, freestanding / built in cabinetry, or related products shown on our website, including accessories, rugs and fabrics.

• “Product(s)” – This has the same definition as Good(s).

• “Sales Order” – A document provided by us stating ‘Sales Order.’

• “Standard Range” – Any products or goods shown on our website.

• “UK Mainland” – This covers the island of Great Britain, excluding Northern Ireland and any of the British islands geographically separated from the island of Great Britain.

CONTRACT – BASIS OF PROVISIONS OF GOODS/SERVICE

These Terms and Conditions of Sale (Agreement) apply to all customer orders/contracts between Fabrili. and Subcontractors (we/us/our), and the Client (you/your), and concerns all sales of products and services.

Any sales order placed with us either verbally, in writing, via purchase order or electronic communication is accepted as official and binding and is subject to our Terms and Conditions.

Additions or alterations to orders must follow the above procedure, however placed, shall not be binding until confirmed in writing by the Company and may be subject to extra charges.

Any clerical, typographical or other error or omission in any sales quotations, literature, price list, invoice, acceptance of offer or other documents issued by us is subject to correction without any form of liability on our part.

Any other external customer Terms and Conditions submitted in any format to Fabrili, or deemed provided as part of the sales order will not be accepted under any circumstances signed or not.

PRODUCT SPECIFICATIONS

We have a policy of constant Product Development and reserve the right to amend Product Specifications without prior notice in relation to future sales.

Goods supplied may differ from those advertised or on display. Unless specifically agreed with you, the Products supplied are of equal value, appearance and functionality. If there are any substantial variations, they will be highlighted on the display model.

We will do our utmost to match the finish and colour of any Customer samples provided or those chosen, but variations in both colour and texture might occur due to the nature of hand finishing and base material.

Other materials such as wood, metal, glass and stone may be subject to variances in appearance and any images submitted are to be used as a guide only.

MEASUREMENTS AND DIMENSIONS

We require the measurements of all Products made by us to be as accurate as possible but are nevertheless approximate.

All drawings supplied serve as a guide only and are not to be scaled. The indicated dimensions are subject to variation due to using natural materials and bespoke hand-made production, Fabrili is therefore not held responsible for dimensions that may fluctuate both lower and higher than that noted within reasonable tolerances.

The Company accepts no liability in respect of goods ordered by the buyer/customer being of dimensions unsuitable for the Customers premises or if access to the Customers premises is impossible or impracticable save in circumstances where the Company has inspected and/or measured the Customer’s premises and access thereto.

Variations to products may be subject to additional charges and based around both number of changes required/requested and complexity.

PRICES AND VAT

All prices are subject to VAT at the prevailing rate.

All prices quoted are ex-works; packaging costs shall be at the discretion of the company and may be subject to charge dependent on the type required.

Prices quoted are valid for a period of 30 days from quotation.

Fabrili shall apply interest to any overdue accounts at a rate of 2% of the total outstanding value per week.

Due to fluctuations in global raw materials costs, we reserve the right to amend our costs outside of the 30 days valid quote period.

No VAT is charged on goods shipped directly to countries outside of the EU on the provision that Fabrili receives the correct export documentation from the shipping company within one month from the date of the balance invoice.

VAT is payable on all sales to other EU countries unless the buyer is VAT registered (subject to a valid VAT registration number being provided by the client).

PAYMENTS

We require a 50% deposit payment at the point of order placement before any sales order can be processed and any CAD/Line drawings can be produced.

We require full cleared balance payment one working week before the original dispatch date of Goods.

We provide, as quickly as possible, an approximate week commencing delivery date. One week prior to this date, the full cleared balance payment of any remaining amount is due. We will only be able to confirm your actual delivery date once we receive the balance of any remaining amount in cleared funds.

Any sales orders not paid within five working days from the outlined delivery date, may be removed from the planned calendar schedule and re-booked at a convenient time to both parties, incurring an additional booking charge of £95.00+VAT.

DELIVERY AND INSTALLATION

Any quoted delivery date is an estimate and is not legally binding on the Seller.

Initial delivery dates may vary should there be a delay in information, payment and approval of specification or variation to the order. The company requires at least 7 days to organise delivery after receipt of cleared funds have been received.

In the event of us being unable to supply goods subsequently to receiving an order, we shall not be liable for any incidental or consequential loss arising thereof.

It is your responsibility to ensure the goods delivered are as ordered, and that they are of satisfactory quality within the same day of delivery.

We strongly recommend you check that the description and quantity of the good(s) is correct per the delivery note. In the event of any discrepancy, you must notify us before the end of the same working day you received the goods, and before the goods are used in any way.

When you accept your delivery please be sure to sign the delivery note. The customer or customers agent shall inspect the goods immediately upon delivery. Unfortunately writing, “unchecked” or “unexamined” is not acceptable. If the item is damaged, please keep the packaging. All claims for damage or loss must be made before the end of the same working day of the delivery.

In all events, the liability limits for any defect or fault shall not exceed the purchase price of the item.

We do not accept any liability for delays caused by circumstance beyond our control.

Delays by the client of payment of deposit, provision of design information, and supply of fabric will result in the rescheduling of jobs to a later date. Unless otherwise indicated jobs will take a minimum of four to six weeks from receipt of final information, fabric or payment from client, whichever is the latter.

For easier delivery, we can manufacture the furniture for on-site assembly in case there is restricted access to your premises. However, it is vital that you provide us with this information when placing the order because later changes to the design are subject to charges.

In the event of delivery dates being delayed by the client, storage charges will be charged at a rate of £15 per item per week after the initial 14 days planned delivery date. All quotations do not include for the storage of items on our premises..

The Customer shall ensure that access to the agreed delivery address is possible on the day booked and that installation routes are clear and possible without delay. Where any variation to the agreed delivery and installation takes place, such as additional floor levels, manual carrying, restrictive lift access or restrictions to the property or parking is further than pavement drop access, additional charges may apply.

The client or a representative for the client must be present to oversee delivery and installation and sign appropriate documentation.

Any parking restrictions must be informed to Fabrili Ltd, any costs incurred for parking fines may be charged to the client for full reimbursement.

Any attempted and failed deliveries, including cancellations made within 48hrs of the planned delivery may be charged to the client, incurring an additional booking charge of £95.00+VAT.

No deliveries or collections can be made on a weekend or Bank Holidays, unless by special request, an additional charge may be applied.

RETURNS AND REFUNDS

We hope you are happy with your purchase, however if you are not, please note the following terms.

If you discover any product fault due to poor manufacture we will repair or replace the furniture at no cost to you. We will only replace items as “like for like,” which means you cannot change size, fillings or fabric. This guarantee does not include normal wear and tear. Changes may be made at an additional cost, please request a quote from one of our sales representatives.

We reserve the right of discretion to accept/refuse the return of any Products supplied.

If returned, Products must be returned to us in an acceptable saleable condition at the buyer’s cost, and we reserve the right to reasonable deductions from the refund amount to you if there are signs of wear and/or damage to the Products. It is not possible to cancel any order of Bespoke Products either prior to or after delivery.

Mattresses must be returned unused and in original packaging.

Any agreed refunds will be made as a credit to the Fabrili Customer Account via the original payment method. Any variation to this is strictly at the discretion of the Management.

In the event of a customer ordering different cushion fillings because of a proven allergy, these products can be returned or cancelled within 14 days of delivery.

In the event that you order Products and arrange for them to be shipped to a location outside the UK Mainland. You still have the right to return the Products, however, it is your responsibility to arrange for the Products to be shipped back to the UK Mainland. We can collect the Products from any address on the UK Mainland (e.g. a relative’s house or a storage and shipping facility at your cost) However we cannot collect Products directly from a vessel at a port.

GUARANTEES

The requirements of this clause apply as an addition to your statutory consumer rights and concerns faulty or incorrectly described Products. These rights are not affected by the guarantee.

For the purpose of this clause the guarantor is Fabrili Ltd, registered address: 17 Central Park Estate, Hounslow, TW4 5DJ, United Kingdom.

All Fabrili furniture carries a 10-year frame and construction guarantee on faulty workmanship and faulty materials. Cushion coverings and fillings are guaranteed for one year from the date of delivery.

Guarantees cannot be assigned to a third party.

These guarantees do not cover normal wear and tear, abuse or misuse of your Products, neglect, loss or damage (including corrosion and rusting) due to unreasonable exposure to weather and water; loss or damage due to fire, explosion, smoke, lightning, sunlight, infestation by animals or insects, theft, accidental loss or damage caused by a third party.

FABRICS AND LEATHERS

Fabric batches and leather hides can vary because there may be slight variations in batches. Colour is the most common variation – though the variation is often very slight or close to negligible. Some fabrics are more susceptible to colour changes than others, with leather often prone to natural scars and marking.

While we guarantee to make all furniture in your order from the same batch, we cannot guarantee subsequent orders will match the original.

We cannot accept responsibility for fading or discolouration due to direct or indirect sunlight exposure. Sunlight affects fabrics differently, however, direct or indirect sunlight will always affect fabric colour. Darker fabrics are likely to fade and discolour more than light. Also, different fabrics, whether dark or light, are likely to discolour or fade at different rates.

We cannot accept responsibility for fading or discolouration, due to contact or exposure with any chemicals applied directly or sprayed nearby. Please be aware that certain aerosol sprays, mainly odour and nicotine neutralisers, contain chemicals that may react badly with fabric dyes (these sprays should warn against using them close to upholstery without first covering it).

When supplying COM (fabric) or COL (leather) to Fabrili, it is the client’s responsibility to ensure that all materials supplied are suitable for upholstery of furniture and the specific products selected. All fabrics or leathers supplied must be compliant with the required British Fire and Safety Regulations Act, including CRIB5 treatments for Commercial use.

Where possible, the application of an inter-liner option can be applied but will be subject to extra charges.

We will not be held liable for any delays of fabric/leather order deliveries, or costs associated due to these delays. Sales order production can only commence upon receipt of all fabrics and/or leathers required.

We will not be held liable for any flaws or defects in COM (customer’s own material) or COL (customer’s own leather) provided at any stage and cannot inspect fabrics or leathers supplied by the customer or your providers. We will not be held liable for any costs or damages associated with delayed deliveries or damaged goods.

All fabric and leather orders are required to be paid in full at the placement of order.

For cleaning of selected fabrics or leathers, please contact the fabric or leather supplier for Manufacturers recommended cleaning instructions.

All materials supplied by you are held by Fabrili at your risk. You should be

satisfied that you have sufficient insurance to cover the value of your supplied goods

CLAIMS UNDER GUARANTEE

If you have a claim under guarantee, please contact us at info@fabrili.com or call +44 0208 226 6699

We will work to repair the defective Good(s) free of charge. If it is not possible to repair the Good(s) we will offer a replacement, and only if a suitable replacement is not available do we offer a refund. Refunds can only be made to the original means of purchase.

We are not liable for any direct or indirect profit loss or other financial damage or loss happening due to the damaged, defective or wrongly delivered Good(s) of more than the value of the Good(s) itself. This does not affect your statutory rights.

INDEMNIFICATION

You agree to indemnify, defend and hold all of Fabrili directors, employees, information providers, licensees and licensors, officers and parent, (collectively ‘Indemnified Parties’) harmless from and against any and all liability and costs (including without limitation, legal fees and costs), incurred by the Indemnified Parties in connection with any claim arising out of breach by you of these Terms and Conditions or the foregoing representations, warranties and covenants.

BESPOKE ORDERS

Bespoke designs must be accepted and confirmed by you in writing before production can begin, this is to avoid any misunderstandings between the parties.

We will provide you with an estimate of the time it takes to complete a particular job depending on the complexity of the design and the materials to be used.

If you provide us with an image, we cannot guarantee an exact match unless it is accompanied with complete technical drawings. Client drawings produced by us for signing off will be charged at £50 per hour for any drawing revisions after three standard free revisions. We reserve the right to modify dimensions to ensure the functionality, look and comfort of the final design.

There may occur slight differences in dimensions due to the materials within the build. If the furniture is designed to fit a specific space, please let us know when placing the order.

Once you have confirmed an order any changes are charged at £50, and changes may affect both the delivery schedule and the cost. You are completely liable for any costs due to your requested changes; Fabrili is not responsible for any costs associated with these changes.

DRAWING APPROVAL AND SAMPLES

All drawings are to be signed off by the client before the order can be processed and production lead time started.

Any changes made to the quoted and agreed specification will be invoiced separately, and additional production time may be applied.

All furniture is manufactured to the signed off drawings.

By signing off drawings you are accepting the specification shown and noted, particular attention needs to be paid at this stage.

All furniture is manufactured individually using handcrafted materials, as such variations may occur. Samples may be supplied upon request once an order is confirmed.

Any additional drawings required may be subject to further charges.

Wood stain, paint and finish samples can be supplied for approval, Non-standard samples may be charged. As natural variations occur in the woods, the agreed finish is a guide only and Fabrili cannot be held responsible for variations in the final finish or colour. Any items that require items to be stripped and re-lacquered will be at the client’s expense.

All CAD line drawings submitted are a guide of the product outline only, Fabrili will not be held liable for any detail assumed from these drawings.

Samples that are revised or altered in any way from the original agreed finishes may be subject to additional charges and additional manufacturing time.

INTERNET ENQUIRIES

The following Terms and Conditions only apply to enquiries made through the Internet. It is not possible to place orders online, however, clients can place an enquiry that will then be addressed by a sales representative.

We work diligently to display the colours of our online products as accurately as possible. However, we cannot guarantee your individual monitor will accurately reflect the actual colour of the product delivered.

Every effort is made to ensure complete accuracy of information on our website; however, some details/prices may change over time and it is possible errors may occur. We will do our utmost to rectify any errors as quickly as possible, but we cannot be held liable for any loss incurred due to these errors.

We have the right to refuse any enquiry placed by you.

To the maximum extent permitted by law, we exclude all warranties implied or expressed as to the accuracy of the information contained in any of the materials on the website. We cannot accept any liability for any specific use of the material on the site or any reliance placed upon information on the site.

Any downloaded material or material otherwise obtained through this website is done at your own risk and discretion. You are the sole responsible party for any damage to your own computer systems, as well as any data loss from the download of any materials on this site.

We operate and control the website from our offices within England. Consequently, the laws of England and Wales govern any claims related to this website, including the use of the site and its materials. If you decide to access our website from a location outside England and Wales, you do so at your own initiative and risk, and you hereby agree that should a dispute between www.fabrili.com and you occur, the laws of England and Wales apply at all times.

LIMITATION OF LIABILITY

In no event will we be liable to you for any third-party claim or for any consequential, direct, incidental or special damages, including without limitation, any lost profits or lost savings, regardless of the form of action whether in contract, tort (including negligence), strict product liability or otherwise, even if it was foreseeable or the possibility of such damages was brought to attention.

DATA PROTECTION

Fabrili is a registered data controller operating in accordance with the Data Protection Act 1998 (the Act). All personal data is processed in accordance with the Act.

RIGHTS OF THIRD PARTIES

For the purpose of Contracts (Rights of Third Parties) Act 1999, this Agreement does not and is not intended to provide any rights to enforce any of its provisions to any person who is not a party to it.