STANDARD TERMS AND CONDITIONS OF SALE
Important jurisdiction and incorporation warning
This fictional set of terms is an illustrative business-to-business example, not legal advice and not universally valid terms. It is written for sales by a supplier operating in England and Wales. The parties must check whether a customer is a consumer, whether special industry, export, product-safety, tax or competition rules apply, and whether these terms were properly incorporated before the contract was made. Mandatory rights, including statutory implied terms and limits on exclusion of liability, may override these provisions. Obtain legal advice before using these terms or relying on them as a complete contract.
1. Supplier and definitions
These terms apply to sales by Briarstone Office Systems Limited, company number 14920864, whose registered office is at 6 Foundry Lane, Birmingham B4 7QW. The Supplier sells modular storage, acoustic panels and installation services. Customer means the person or organisation placing an order. Goods means the products described in an accepted order. Services means installation or other work expressly accepted by the Supplier. Contract means the Supplier’s written acceptance of an order together with these terms and any agreed quotation.
The version supplied with the quotation or acceptance governs the relevant Contract. A Customer purchase order is administrative only and does not add conflicting terms unless the Supplier expressly accepts the conflict in writing.
2. Quotations and orders
A quotation expires after 30 days unless it states a different period. An order becomes binding when the Supplier sends written acceptance or begins performance, whichever occurs first. Each accepted order must identify the Goods, quantity, price, delivery address and specification.
3. Price and payment
Prices are in pounds sterling and exclude VAT unless stated otherwise. Delivery and special access charges are payable where shown in the acceptance or reasonably incurred because of Customer instructions.
The Customer must pay each undisputed invoice within 30 days of its invoice date by bank transfer to the account notified by the Supplier. The Customer must raise a genuine invoice dispute with details within ten business days, while paying the undisputed balance. The Supplier may charge interest on overdue sums at the rate permitted by applicable law and may suspend further work after giving reasonable notice. Payment does not transfer ownership or waive a defect claim.
4. Delivery, installation and risk
The Supplier will use reasonable efforts to meet an agreed delivery date, but a date is an estimate unless the acceptance expressly makes it a condition. Delivery is complete when the Goods are unloaded at the agreed address or handed to the Customer’s carrier. Risk passes on delivery, except that the Supplier remains responsible for loss caused by its negligence or breach before risk passes.
The Customer must provide safe access, a suitable floor and available power where installation requires them. The Customer must inspect packaging and Goods promptly and notify the Supplier of visible shortage or damage within three business days. The Customer must not reject a delivery solely because of minor damage to packaging that has not affected the Goods. Installation is complete when the Customer signs the completion record or, if no record is signed, when the installed work is reasonably ready for use.
5. Title, specification and warranty
Legal title to Goods remains with the Supplier until the Supplier has received full cleared payment for those Goods and all other sums due under the Contract. Until then, the Customer must keep identifiable unpaid Goods separate, insured and free from a charge, but may use them in its ordinary business. The Supplier may recover unpaid Goods where the law permits.
The Supplier warrants that, on delivery, Goods will materially conform to the agreed specification and Services will be performed with reasonable care and skill. The warranty lasts 12 months. It does not cover fair wear, unauthorised alteration, unsuitable storage, misuse or damage caused by Customer instructions or site conditions. The Supplier may inspect a notified defect and may repair, replace or refund the affected part, subject to mandatory law.
6. Returns and liability
No return is accepted without a return authorisation issued by the Supplier. Bespoke, cut or personalised Goods cannot be cancelled or returned unless defective or the Supplier agrees otherwise. These restrictions do not limit a mandatory statutory right.
Nothing in these terms excludes liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any liability that cannot lawfully be excluded. Subject to that, the Supplier is not liable for indirect loss, loss of profit, revenue, goodwill or anticipated savings. The Supplier’s total liability arising from an order is limited to the price paid or payable for the affected Goods or Services, except to the extent that a different limit is prohibited by law. The Customer must take reasonable steps to mitigate loss.
7. Cancellation, force majeure and general terms
The Supplier may cancel an order on written notice if the Customer becomes insolvent, commits a material breach and fails to remedy it within 14 days, or payment remains overdue after notice. Neither party is liable for delay caused by events beyond reasonable control, provided it gives notice and resumes performance when practicable. If the event continues for 60 days, either party may cancel the affected order.
The Contract is governed by the law of England and Wales, and the courts of England and Wales have non-exclusive jurisdiction. These terms and the accepted order form the entire agreement for that order. A waiver must be written; invalid provisions are adjusted only as far as necessary; and no third party may enforce a term unless the law permits. Electronic acceptance may be valid, but the parties should confirm any signature or execution requirement.
Supplier acknowledgement
For Briarstone Office Systems Limited:
Name: Harriet Naomi Cole, Commercial Director
Signature: ____________________ Date: 12 October 2026
Customer name: Redford Civic Design LLP
Authorised signatory: Marcus Elliot Vane, Partner
Signature: ____________________ Date: 12 October 2026