BASIC TERMS + CONDITIONS

ORDER CONFIRMATION DETAILS

OCD form must be 100% complete for Order to commence and a signed Quote Document.

PAYMENT

50% deposit to commence Orders, 50% balance required to release goods.

GBP
Lloyds Banking Group
Triptych Furniture Limited Account No.: 61481282
Sort Code: 40-19-16
BIC: HBUKGB4128V
IBAN: GB11HBUK40191661481290

LEAD TIMES

8-12 weeks, unless advised otherwise in writing. Due to the handcrafted nature of our artisanal individually produced pieces, unanticipated delays may occur.

FULL TERMS + CONDITIONS

DEFINITIONS

‘WATSON & GABB or W&G’ is trading name of Triptych furniture Ltd. All reference to WATSON & GABB or W&G in these Terms & Conditions do refer to Triptych Furniture Ltd.
‘Buyer’ means the customer, the purchaser of the Goods. The individual or entity identified on the Buyer’s Purchase Order, Quote Document and OCD.
‘Customised’ ‘Bespoke’ means Goods altered or customised from standard ‘Customised-to-Order’ [CTO] size and finish specifications provided by the Buyer. ‘We’ means WATSON & GABB Limited (England and Wales company number XXXX).
‘Goods’ means the Goods (or any part of them) set out in the Order and will include any Services attached to those Goods. ‘Order’ means the Buyer's Order for the supply of Goods and/or Services, as set out in the Buyer's written acceptance of a Quote Document and OCD Form.
‘OCD’ means ‘Order Confirmation Details’. The OCD form must be one hundred percent complete for Order to commence.
‘Quote Document’ means the detailed quotation provided by WATSON & GABB including all dimensions, finishes and where applicable photographs, delivery options and any other necessary information for the Order.
‘Services’ means services relating to Goods transportation and deliveries. ‘Standard’ means ‘Ready-to Install’ [RTI] Goods made to Order at WATSON & GABB standard size and specifications. ‘Written’ ‘In Writing’ includes both physical documentation and email correspondence.

ENTIRE AGREEMENT
Unless otherwise specifically agreed to in writing by WATSON & GABB, these Terms and Conditions of Sale ‘Terms’ shall apply to any and all Orders placed by the Buyer for any of WATSON & GABB’s Goods or services the ‘Good(s)’, whether or not such Order is subject to a signed Purchase Order or other agreement between Buyer and WATSON & GABB. These Terms supersede and control WATSON & GABB’s condensed, abridged terms and conditions (the ‘Basic T&Cs’), which are provided to the Buyer for reference purposes only and shall, always and in all manners, be subject to these Terms.

These Terms apply to the Contract (being the contract between WATSON & GABB and Buyer for the sale and purchase of the Goods in accordance with these Terms to the exclusion of any other terms that the Buyer may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

Acceptance of Orders is based on the express condition that buyer agrees to all of the Terms and Conditions contained herein. Acceptance of delivery by buyer will constitute buyer’s assent to these Terms and Conditions. These Terms and Conditions represent the complete agreement of the parties, and no Terms and Conditions in any way adding to, modifying or otherwise changing the provisions stated herein shall be binding upon WATSON & GABB unless made in writing and signed and approved by an officer of WATSON & GABB. No modification of any of these terms will be affected by WATSON & GABB’s shipment of goods following receipt of buyer’s Purchase Order, shipping request or similar forms containing printed terms and conditions conflicting or inconsistent with the terms herein.

All production-related limitation periods commence at the earliest upon full acceptance of these Terms and Conditions. All manufacturing-related time periods begin, at the earliest, with the full acceptance of these general Terms and Conditions.

Field staff are not authorised to agree conditions that deviate from these Terms and Conditions. There are no verbal ancillary agreements. All agreements, subsidiary agreements, assurances etc. must be recorded in writing or made known to WATSON & GABB in writing.

QUOTATIONS
Quotations are valid for thirty (30) days barring errors or omissions unless an alternative valid until date is recorded on the quote document. As prices are ex-studio, an additional freight component must be charged. All prices on Quote Documents exclude VAT. Pricing may be subject to change without notice.

DESIGN MODIFICATIONS
Modifications to Goods outside the standard specifications may be possible. All requests for modifications must be submitted in writing and are subject to WATSON & GABB’s approval. Additional lead time and surcharge will apply.

SPECIFICATIONS
All drawings, dimensions, samples, descriptive matter and specifications are intended as a guide only. WATSON & GABB reserves the right to change, alter or modify the design, dimensions, construction or costing of any item without prior written notice.

ORDER AMENDMENTS
Due to tight lead times, WATSON & GABB begin production shortly after Orders are placed. Therefore, we are only able to change the Order if manufacturing has not already started. Once the Order has been confirmed any request for subsequent changes must be sent in writing. No guarantee can be given that the requested change can be made. Any variation or cancellation agreed to by WATSON & GABB will incur additional costs.

PRODUCTION + LEAD TIMES

Production takes place in batches. Experience shows that identical order details also lead to different batches with differences and features (for example regarding surface and colour) that can also be seen with the naked eye; it is thus the Buyer’s responsibility to take into account the buffer quantities required for a uniform design and a special visual impression when placing an Order. There may also be differences in colour and quality within a single batch. Different batches show different behaviour with respect to environmental conditions and weathering.

WATSON & GABB will provide the Buyer with an estimated delivery time upon placement of the Order. Please contact the WATSON & GABB sales office for current lead time estimates.

Delivery dates and lead times are estimates only, are based on current Production schedules at the time of the acceptance of Order and are subject to change without prior notice. Standard lead time is generally estimated at eight (8) to twelve (12) weeks from the date WATSON & GABB obtains all of the following:

       i.         Buyer’s written approval of the Order by way of signed Quote Document and submitted OCD;

      ii.         the required deposit;

     iii.         all required information to manufacture the Goods, such as, approved (signed off by Buyers) drawings and specifications with respect to the dimensions, colour, finish, or other details related to the Goods.

Failure to provide all pertinent and relevant information may delay lead times. Lead times are an estimate and commence upon receipt of deposit payment. Goods will only ship once balance payments have cleared. WATSON & GABB shall not be liable for failure to perform or for delay in performance due to fire, flood, strike or other labour difficulty, act of God, act of any governmental authority or of the Buyer, riot, embargo, fuel or energy shortage, wrecks or delay in transportation, traffic disturbances, inability to obtain necessary labour, materials or manufacturing facilities from usual sources or failure of suppliers to meet their contractual obligations or due to any cause beyond its reasonable control. If any such event occurs, we may extend delivery date by a period of time necessary to overcome the effect of such delay, allocate available Goods or cancel any Purchase Order.

Goods will only ship once the balance payment has cleared and received in WATSON & GABB bank account. Whilst WATSON & GABB will make every effort to achieve nominated delivery dates, delays do not constitute a breach of contract and WATSON & GABB are in no way liable for any resulting damages.

WATSON & GABB will use reasonable efforts to meet shipment or delivery dates specified by WATSON & GABB or the Buyer, but the Buyer acknowledges and agrees that such dates are estimates only and are not a firm commitment.

If the Project is delayed by an event that impacts the Completion Date, then this may constitute a 'relevant event' for which WATSON & GABB may be granted an extension of time (i.e. the completion date in the contract is adjusted).

The Buyer cannot claim damages or penalties, loss of earnings, loss of profit, consequential damages or indirect damages due to delay or complete failure to deliver or perform that is due to slight negligence on the part of WATSON & GABB or its employees. Nor is there any right of withdrawal in such cases. Insofar as WATSON & GABB or its employees have caused the delay in delivery or service provision through gross negligence or intent.

ACCEPTANCE + CONFIRMATION OF ORDER
The Order (being Order for the Goods as set out in OCD and Buyer written acceptance of Quote Document) constitutes an offer by the Buyer to buy the Goods (being the Goods, or any part of them, set out in the Order) in accordance with these Terms and Conditions. The Buyer is responsible for ensuring that the Order and Specification (being the specification for the Goods, including any related plans and drawings) are complete and accurate. All Orders must be confirmed in writing and we cannot accept responsibility for errors that may occur with a telephone Order which has not been confirmed in writing.

All Written Orders are subject to acceptance by WATSON & GABB. Acceptance of Orders are based on the express condition that the Buyer agrees to all the Terms and Conditions contained herein.

The Order becomes binding as soon as WATSON & GABB accepts payment of deposit OR confirms via written notice and is subject to the Buyer’s rights of Termination. The Standard, Customised or Bespoke Goods will be made to the Buyer’s Order, in accordance with the instructions and specifications given to WATSON & GABB.

It is the Buyer’s responsibility to check all details and aspects of the Order(s) are correct. Particular attention should be made to the WATSON & GABB Quote Document provided by the sales representative, which must be signed and dated by the Buyer for an Order to be acknowledged. By signing this document, the Buyer acknowledges that the Goods are suitable for their requirements, including dimensions, finishes, Goods features, access and delivery. Unless otherwise explicitly agreed, work will not proceed until a non- refundable deposit is paid to cover workshop labour, raw materials, as well as specification, design and scheduling work.

Purchase, by the Buyer, of stock involves taking these items as seen with no changes unless alterations are agreed in writing by WATSON & GABB. Should alterations be agreed, the cost of these alterations will be supplied via a Quote Document by WATSON & GABB and agreed, as per these Terms and Conditions, by the Buyer.

An Order confirmation will be forwarded to the Buyer in acknowledgement of receipt of the Order. This document supersedes all prior correspondence in relation to the Order (verbal, written, graphic or otherwise). This document will also include, if requested, a packing and handling fee, a premium freight service and travel insurance. WATSON & GABB will proceed with the Order, as per the Order confirmation, unless we receive written notification of any requested changes with twenty-four (24) hours.

We are not responsible for any errors the Buyer has overlooked in the Quote Document or OCD after payment has been made.

LARGE QUANTITY ORDERS
Large quantity Orders of Goods will require further legally binding documentation. This will be drawn up by WATSON & GABB and serve as the principal legal relationship between WATSON & GABB and the Buyer and supersede these Terms and Conditions.

PRICING, DEPOSIT + PAYMENT
All prices are in GBP (Great British Pounds) and are F.O.B. Devizes. The WATSON & GABB price reflects RETAIL prices and may be discounted for To-the-Trade Buyers. Shipping/Freight & Packing charges are additional.

The price of the Goods exported to customers within the European Union will not include UK value added tax (‘VAT’.) VAT will not be charged on Goods exported to Buyers outside of the European Union. The Order will not include any taxes, duties, fees, levies or other charges levied by non- EU countries which must be paid and borne by Buyer.

All Orders are activated with a minimum non-refundable deposit of fifty percent (50%) is required to initiate Order fulfilment, except for In-Stock items which require payment-in-full (100%). All accounts shall be paid in full when invoiced, which occurs when the Order is complete. A service charge of the lessoer of one point five percent (1.5%) per month or the maximum permissible rate will be added to all accounts not paid within sixty (30) days from the date of invoice for final balance due. All Orders over £50,000 of total value will be confirmed by way of 50% deposit and the remaining 50% of each agreed line item or batch of items as agreed at the point of order, as soon as production of these items is complete and evidence of completion has been provided to the buyer by WATSON & GABB.

The Buyer shall pay the balancing invoice or balance price of the Goods including shipping, handling, crating and packing, storage, taxes and service charges in full and in cleared funds ten (10) business days prior to the estimated delivery date and the release of Goods. Goods remain the property of WATSON & GABB until full payment has been received. If Buyer fails to make payment in accordance with the Terms or otherwise fails to comply with any provision hereof, WATSON & GABB may cancel any unshipped portion of this Order, retain the Goods and declare a forfeiture of the deposit as liquidated damages.

Payment shall be made to the WATSON & GABB bank account. Storage Charges (as defined under ‘Delivery + Storage’) shall be paid to WATSON & GABB on a monthly basis. The Deposit and any additional sums paid to WATSON & GABB are not be refundable where:

- Materials have been cut, finished, processed or otherwise converted to the Buyers specifications (OCD); and/or

- the payment of all sums due to WATSON & GABB under the Terms remain unpaid on the twelve-month anniversary of the date that the Order is placed.

If the Buyer fails to make any payment due to WATSON & GABB under the Terms by the due date for payment, then the Buyer shall pay interest on the overdue amount at the rate of four percent (4%) per annum above the Bank of England’s base rate. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Buyer shall pay the interest together with the overdue amount. The Buyer shall pay all amounts due under the Terms in full without any set- off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). WATSON & GABB 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 WATSON & GABB to the Buyer.

Payment made by bank credit card will incur an additional fee. All amounts are payable by the Buyer and Goods remain the property of WATSON & GABB until full payment has been received. WATSON & GABB do not accept cheques.

Every effort is made to ensure that prices in the standard WATSON & GABB Price List are correct at the time of publication. If an error has been made in WATSON & GABB’s official Price List, we may cancel the Order subject to the terms indicated under ‘Termination’.

Orders must be paid-in-full, including shipping, handling, crating and packing, storage, taxes, and service charges prior to shipping.

WATSON & GABB require specific knowledge of existence when Liquidated Damages (LD) and Performance Bonds (PB) are applicable. Damages for breach by either WATSON & GABB or the Buyer may be liquidated in the agreement but only at an amount that is reasonable in the light of the anticipated or actual loss caused by the breach and the difficulties of proof of loss. A term fixing unreasonably large LD and/or PB is unenforceable. A separate legally binding contract must be drawn up to include LD and PB.

ALL PRICES ARE SUBJECT TO CHANGE WITH 30-DAY NOTICE.

DELIVERY + STORAGE
The Buyer has the option of authorising WATSON & GABB with the handling of transport; this can only be done using a signed OCD form and which is enclosed with each Quote Document. In this case, WATSON & GABB will commission a shipping/freight forwarder/carrier of its choice in the name of, for the account of and at the risk of the Buyer. The Buyer must insure any transport risk. It is also for the Buyer to ensure orderly access and unloading. For UK deliveries undertaken by W&G, only one team member will arrive with the goods unless discussed prior and agreement made.

If the goods are delivered to the Buyer to a construction site or warehouse, the risk of accidental loss and accidental deterioration of the goods passes to the Buyer upon handing over to the carrier/forwarder; this also applies to partial deliveries or collection by the Buyer.

Unless otherwise agreed in writing, delivery deadlines or completion dates are always non-binding guide values and in no case constitute binding or guaranteed fixed dates.

Partial deliveries are permissible within the delivery deadlines specified by WATSON & GABB, provided that this does not result in any usage disadvantages.

Delivery is completed on the conclusion of unloading of the Goods at the Delivery Location (being to the location set out in the Order or such other location as the parties may agree). Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We shall not be liable for any delay in delivery of the Goods that is caused by a force majeure event or the Buyer failure to provide WATSON & GABB with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. It is the Buyer responsibility to ensure that the relevant Goods will pass freely through into the room of choice at the delivery location.

If the Buyer fails to take delivery of the Goods within ten (10) business days of WATSON & GABB notifying the Buyer that the Goods are ready, then, except where such failure or delay is caused by a force majeure event or WATSON & GABB fail to comply with WATSON & GABB obligations under the Terms. We shall store the Goods until delivery takes place and will charge the Buyer for all related costs and expenses (including insurance and Storage Charges).

Storage fees of 3% per month of the invoiced Order value will be charged to Goods. Storage fees will not be pro-rated for partial months.

If after the twelve (12) month anniversary of the date on which WATSON & GABB notified the Buyer that the Goods were ready for delivery and the Buyer has not taken delivery of them, WATSON & GABB may resell or otherwise dispose of part or all of the Goods, and after deducting the Deposit (being fifty percent (50%) of the price of the Goods as at the date of the Order), storage and selling costs, account to the Buyer for any excess over the price of the Goods or charge the Buyer for any shortfall.

EXPORT
Where the Buyer intends to export the Goods from the United Kingdom, the Buyer shall be responsible for obtaining all necessary licenses and complying with all applicable legislation and regulations governing the export of the Goods from the United Kingdom and the importation of the Goods into the country destination and shall be responsible for the payment of all duties on the Goods. Where additional documentation is required such as Certificate of Origin – W&G must be notified of this prior to the confirmation of the order as some documents may be chargeable.

WATSON & GABB are unable to offer clearance of the Customs and Duties of Goods being delivered outside of the United Kingdom.

INSPECTION
A formal and thorough inspection of Goods is required immediately upon delivery upon delivery and report directly sent to WATSON & GABB if any of the Goods are not in accordance with the written Order, damaged or defective accompanied by photographs of such defects. This must also be noted on delivery docket presented to the Buyer by carrier for signature. We will not be responsible for any damage by couriers, freight handlers or shipping companies. Damages must be documented and reported within twenty-four (24) hours of receipt. We are not responsible for repair or replacement of damages reported after this time. Buyers must note any damages on the delivery receipt upon delivery, along with documentation and photographs of the item/s and packaging. If damage has occurred during shipping all packaging must be retained by receiver, failure to do so may invalidate any claim. Claims submitted to WATSON & GABB in writing within immediate arrival of the delivery will be considered by WATSON & GABB based on the evidence supplied and at WATSON & GABB’s discretion. WATSON & GABB cannot be held liable for conditions of use or storage within the Buyers’ location after a signed acceptance of delivery is made by the Buyer.

All Products are inspected prior to shipping:

• -  Prior to release WATSON & GABB carry out a formal ‘QC’ to ensure that the Goods are in good condition, complete and ready for shipping.

• -  All Goods are signed for by the freight company, stating that the Order has been picked up in good condition.

• Where possible W&G will send photos of completed work at the point of QC to show the condition of the panels prior to release/delivery

INSTALLATION
WATSON & GABB Goods are designed to be ‘Cut-to-Size’ and installed by the Buyer. We provide installation instructions on request. Please reference the ‘WATSON & GABB INSTALLATION GUIDE’ prior to attempting installation. WATSON & GABB accept no liability upon installation of Goods and will not take responsibility or accountability for works provided by any sub-contractors.

WATSON & GABB may be able to supply an Installation Service, a surcharge will apply. Please contact the WATSON & GABB sales office for current lead time estimates and pricing.

DAMAGES
WATSON & GABB are not responsible for the following:

- Damage caused by improper installation or assembly by the customer or customer's agent.

- Damage caused by improper cleaning solutions or methods.

- Damage caused to surfaces/panel or parts of our Goods by the improper use and installation.

- Damage caused by exposure to weather or improper environment. Changes in the appearance of hand rubbed finishes or unlacquered finishes—these are meant to age in appearance.

- Any costs of installation, removal or reinstallation. Restoration or repair work. Any parts purchased separately from WATSON & GABB.

Insurance claims will require photographic evidence to prove a claim. All packaging must be retained to process an insurance claim.

MATERIAL VARIATION
All WATSON & GABB goods are produced via a combination of hand and state-of-the-art technology, therefore will always be subject to naturally slight colour, tone, character and finish variation. Slight variation will not be accepted as a reason to reject an item produced by WATSON & GABB.

Samples and specimens are considered non-binding demonstration pieces. Any description of the condition of the goods or any other explanation of the goods shall not be construed as a guarantee or guaranteed characteristic.

We will make every effort to match a finish, no guarantee can be made of an exact match. Most finishes are Waxed to prevent extreme patination; however, WATSON & GABB does not guarantee finishes against some degree of fading and oxidizing. Variations in colour and veining are also inherent in stone and considered to be part of the natural beauty.

Every effort will be made to match artistic direction provided and transend the vision of the designer/buyer – however WATSON & GABB cannot take responsibility if Buyer or Client of Buyer doesn’t like the final product or installation. All product that passes QC from W&G is deemed to meet the standard of the order, or the standards of the W&G product that it represents.

RETURNS
Please choose carefully. Due to the hand- made nature of our product, we do not give refunds if the Buyer simply has a change of mind or has made a wrong decision.

The Buyer is obliged to accept all products; these will not be taken back by WATSON & GABB (unless they fail the INSPECTION). If the Buyer does not meet his acceptance obligation in due time, especially after notification of completion of the product, the risk passes to the Buyer immediately upon notification, who is liable to compensate WATSON & GABB for all resulting damages including loss of profit, consequential damages and indirect damages as well as (storage) costs.

CANCELLATIONS
WATSON & GABB reserves the right to cancel any Order at any time for whatever reason, in which case all funds paid by the Buyer will be returned. Orders may only be cancelled by Buyer in writing within forty- eight (48) hours of Order placement. If Buyer chooses to cancel once the forty- eight (48) hour cancellation window has passed they receive a part refund less 35% admin fee and manufacturing costs if production has started.

WATSON & GABB reserve the right to charge the Buyer any costs they have incurred in relation to the Buyer’s Order in excess of the non-refundable deposit as detailed in ‘Acceptance + Confirmation of Order’.

WARRANTY
Except as specified herein, WATSON & GABB warrants that any goods sold hereunder will be free from defects in workmanship and materials for one (1) year. This warranty does not apply to damage or breakage resulting from incorrect installation, misuse, accidents, abuse, neglect, mishandling or wear resulting from normal use. Defective Goods will be replaced within the normal production time period required to re- order and manufacture the same Goods.

LIMITATION OF LIABILITY
WATSON & GABB, its contractors and subcontractors or suppliers of any tier shall not be liable to the Buyer for any special, indirect, incidental or consequential damages arising from Goods or from a breach of this Agreement. The Buyer's remedies set forth herein are exclusive and the liability of WATSON & GABB with respect to the breach of this Agreement or any contract entered into between the parties pursuant hereto shall not exceed the price of the Goods or part on which such liability is based. To the extent that the laws of any jurisdiction do not permit limitations or exclusions of implied warranties, incidental damages and consequential damages, the above limitations may not apply. In such jurisdictions, the above limitations shall be enforced to the greatest extent permitted by applicable law.

DATA + PERSONAL INFORMATION
By placing an Order the Buyers agrees and understands that we may collect, use, store and process Personal Information.

WATSON & GABB use an internal system to process and fulfil Orders. The Order system processes information and instructs the WATSON & GABB Order fulfilment team to deliver Goods or Services to the Buyer.

The Buyer can request WATSON & GABB delete information held for Buyers on the system at any time, presuming there are no outstanding Orders or payments. Please email enquiries@watsonandgabb.com with the subject line 'DELETE MY ACCOUNT' using the corresponding email address.

EXCLUSIONS
All of WATSON & GABB’s drawings, descriptive matter, weights, dimensions, descriptions and illustrations contained in the WATSON & GABB’s catalogues, price lists or advertisements are close approximations only and intended to give a general description of the goods and shall not form any part of this agreement. Furthermore, WATSON & GABB at all times retains the exclusive Intellectual Property rights over said collateral, including custom drawings. Goods are handmade, and therefore are subject to slight variations.

VARIATION
No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

WAIVER
No failure or delay 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. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

SEVERABILITY
If any provision or part-provision is invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.

THIRD PARTY RIGHTS
No one other than a party to this Contract shall have any right to enforce any of its terms.

GOVERNING LAW
The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales. Jurisdiction: Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non- contractual disputes or claims) arising out of or in connection with this Contract.

QUESTIONS?
Please contact: enquiries@watsonandgabb.com,
+44 (0) 1380 859484
Or visit us by arranging a workshop tour.