Definitions

1.1 Company, we, us: Maxfield Jarvis Limited, registered in England and Wales with company number 03895369, whose registered office is at 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ. VAT number 738136720.

1.2 Customer, you: the business that buys Goods or Services from us.

1.3 Contract: the contract between us and you for the supply of Goods or Services, made up of our Quotation, our Order Acknowledgement, these Terms and any documents we expressly refer to in them.

1.4 Goods: the fixtures, counters, furniture, joinery, display units and other items we agree to supply, including any part of them.

1.5 Services: the design, development, prototyping, project management, delivery, installation and related services we agree to supply.

1.6 Order: your written order or instruction to proceed, including a purchase order or written acceptance of our Quotation.

1.7 Order Acknowledgement: our written acceptance of your Order.

1.8 Quotation: our written quotation or proposal for the Goods or Services.

1.9 Specification: the drawings, designs, samples, finishes schedule and written description of the Goods or Services that we have approved or issued for the Contract.

1.10 Site: the premises where Goods are to be delivered or installed.

1.11 Working Day: a day other than a Saturday, Sunday or public holiday in England.

1.12 References to writing include email. References to a statute include it as amended or re-enacted.

Basis of contract

2.1 These Terms apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, including terms printed on or referred to in your purchase order, or which are implied by trade, custom or course of dealing.

2.2 A Quotation is not an offer. It is valid for 30 days from its date unless we withdraw it earlier or state a different period.

2.3 Your Order is an offer to buy the Goods or Services on these Terms. The Contract is formed when we issue an Order Acknowledgement or, if earlier, when we start work on the Order with your knowledge.

2.4 If we have signed a separate written supply agreement with you, that agreement takes priority over these Terms where the two conflict.

2.5 You confirm that you are contracting in the course of business and not as a consumer.

2.6 No variation to the Contract is binding unless agreed in writing by an authorised representative of the Company.

3. Specification, drawings and samples

3.1 The Goods and Services are as described in the Specification. You are responsible for checking that the Specification, and any dimensions, site surveys, brand guidelines or information you give us, are complete and accurate.

3.2 Where we issue drawings, samples or prototypes for approval, we will not start manufacture until you have approved them in writing. Any delay in approval will extend our programme by at least the period of the delay.

3.3 Once you have approved a drawing, sample or prototype, we are entitled to manufacture in accordance with it. Changes requested after approval are variations under clause 4.

3.4 Natural and hand-finished materials, including timber, veneer, stone, metal and lacquer, vary in colour, grain, texture and finish. Reasonable variation between samples and finished Goods, and between batches, is not a defect.

3.5 We may make changes to the Specification that are needed to comply with law or safety requirements, or that do not materially affect the quality or performance of the Goods.

3.6 Unless the Contract expressly says otherwise, you are responsible for obtaining landlord, store, centre management, planning, building control and other consents needed for the Goods to be installed and used at the Site.

Price and variations

4.1 The price is as set out in the Order Acknowledgement or, if none, the Quotation. All prices are exclusive of VAT, which you will pay in addition at the applicable rate.

4.2 Unless stated otherwise, the price excludes delivery, packaging, installation, out of hours working, storage, site attendance, waste removal, import duties and the cost of any consents.

4.3 If you ask for a change to the Goods, Services, quantities, programme or Site, we will tell you the effect on price and programme. We are not obliged to carry out a change until you have confirmed it in writing. If you instruct a change and ask us to proceed before the price is agreed, you will pay a reasonable price for it.

4.4 We may increase the price, by giving written notice before delivery, to reflect an increase in our costs that is due to: a factor beyond our reasonable control, including material, freight, energy or exchange rate changes; a change you request; or delay caused by your instructions or by your failure to give us adequate or accurate information, approvals or access.

4.5 Time spent waiting on Site, abortive visits and repeat visits caused by the Site not being ready or accessible will be charged at our then current rates together with any costs we incur.

Payment

5.1 We will invoice in accordance with the payment schedule in the Order Acknowledgement or Quotation. This may include a deposit, stage payments and a balance on delivery or completion.

5.2 If no payment schedule is stated, we may invoice the Goods on or at any time after they are ready for delivery, and the Services monthly in arrears or on completion.

5.3 Unless the Order Acknowledgement or Quotation states different payment terms, each invoice is payable in full and in cleared funds within 30 days of the invoice date, to the bank account or other payee stated on the invoice.

5.4 Time for payment is of the essence.

5.5 You will pay all sums due in full without set-off, counterclaim, deduction or withholding, except any deduction or withholding of tax required by law.

5.6 If you fail to pay any sum by its due date, then without limiting our other rights: (a) you will pay interest on the overdue sum at 8% a year above the Bank of England base rate from time to time, accruing daily from the due date until payment, together with fixed compensation and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998; (b) we may suspend manufacture, delivery and installation under this and any other contract with you until payment is made in full; and (c) all other invoices issued to you become immediately due.

5.7 Any query on an invoice must be raised in writing within 7 days of the invoice date, and the undisputed part must be paid by the due date.
5.8 Where the Contract is a construction contract under the Housing Grants, Construction and Regeneration Act 1996, the due date for each payment is the date of our invoice or application, the final date for payment is the date set by clause 5.3, and the invoice or application is the payment notice. Any pay less notice must be given no later than 7 days before the final date for payment. To the extent the Contract does not meet the requirements of that Act, the Scheme for Construction Contracts applies.

5.9 We may set credit limits, ask for payment in advance or ask for security at any time, and may suspend work if a credit limit is exceeded.

Delivery and installation

6.1 Delivery and installation dates are estimates. We will use reasonable efforts to meet them but time for delivery and installation is not of the essence.

6.2 Delivery takes place when the Goods arrive at the Site or other agreed delivery point, or when you or your carrier collect them from our premises.

6.3 We may deliver and invoice in instalments. A delay or defect in one instalment does not entitle you to cancel any other instalment.

6.4 If you do not take delivery, or the Site is not ready, within 14 days of our notifying you that the Goods are ready: (a) delivery is treated as having taken place for the purposes of invoicing and risk; (b) we may store the Goods and charge you storage, insurance and additional handling and transport costs; and (c) the programme will be revised to suit our availability.

6.5 Where we install the Goods, installation is complete when we notify you that the work is complete, or when the Goods are put into use if earlier. Minor snagging items that do not prevent use do not delay completion or payment.

6.6 We are not liable for delay or failure to deliver or install that is caused by your failure to meet your obligations under clause 7, by other contractors or third parties on Site, or by an event under clause 13.

Customer obligations

7.1 You will: (a) give us the information, approvals and decisions we reasonably need in good time; (b) make sure the Site is ready, clean, safe and accessible at the agreed times, with the agreed working hours, power, lighting, lifts, parking and unloading facilities; (c) obtain the permits, inductions and consents needed for us to work at the Site; (d) tell us in advance about Site rules and known hazards, including asbestos; and (e) coordinate other contractors so that they do not obstruct or damage our work.

7.2 If our performance is prevented or delayed by your act or omission, we are entitled to an extension of time and to recover the costs and losses we incur as a result.

7.3 You are responsible for the suitability of floors, walls, ceilings and services at the Site to receive the Goods, unless we have expressly agreed to survey and advise on them.

Risk and title

8.1 Risk in the Goods passes to you on delivery. You will insure the Goods for their full price from delivery until title passes.

8.2 Title to the Goods does not pass to you until we have received payment in full and in cleared funds for the Goods and for all other sums due from you to us on any account.

8.3 Until title passes you will: (a) hold the Goods as our bailee; (b) keep them identifiable as our property and not remove or obscure any identifying mark; (c) keep them in satisfactory condition; and (d) give us any information about the Goods that we reasonably ask for.

8.4 If you fail to pay on time, or any event in clause 12.3 occurs or is likely to occur, we may require you to deliver up the Goods and, if you do not do so promptly, you grant us and our agents an irrevocable licence to enter any premises where the Goods are held, during normal business hours, to recover them. Where the Goods have been installed, we may dismantle and remove them, and you will obtain any third party consent needed for us to do so.

8.5 You may use the Goods in the ordinary course of your business before title passes, but you may not sell, charge or otherwise dispose of them. This right ends immediately if any event in clause 12.3 occurs.

8.6 We may sue for the price of the Goods even though title has not passed.

Quality and defects

9.1 We warrant that on delivery, and for 12 months from delivery or from completion of installation where we install, the Goods will conform in all material respects with the Specification and be free from material defects in materials and workmanship. We warrant that the Services will be carried out with reasonable care and skill.

9.2 You will inspect the Goods on delivery or completion and notify us in writing of any visible damage, shortage or defect within 5 Working Days. Any other defect must be notified in writing within 10 Working Days of the date you discover it or ought to have discovered it.

9.3 If you notify us of a valid claim within the warranty period and give us a reasonable opportunity to inspect, we will at our option repair or replace the defective Goods, re-perform the defective Services, or refund the price of the affected part.

9.4 We are not liable under this clause where the defect arises from: (a) fair wear and tear, wilful damage, negligence or abnormal use; (b) failure to follow our instructions on storage, installation, use, cleaning or maintenance; (c) drawings, designs, materials or items supplied or specified by you; (d) installation, alteration or repair by anyone other than us without our written consent; (e) the condition of the Site or the building fabric or services; or (f) your continued use of the Goods after discovering the defect.

9.5 Items made by third parties, including lighting, screens, electrical components and hardware, carry only the manufacturer's warranty, which we will pass on to you so far as we are able.

9.6 Except as set out in this clause 9, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law. The remedies in clause 9.3 are your only remedies for Goods or Services that do not conform with clause 9.1.

Intellectual property

10.1 All intellectual property rights in the drawings, designs, technical details, prototypes, samples and other materials we create belong to us, unless we agree otherwise in writing.

10.2 Once you have paid in full, we grant you a non-exclusive licence to use those materials for the purpose of using and maintaining the Goods we supplied. You may not use them, or allow anyone else to use them, to manufacture or procure goods from a third party without our written consent.

10.3 You keep ownership of your brand assets, artwork and designs. You grant us a licence to use them to perform the Contract, and you warrant that our use of them, and our manufacture to your designs or instructions, will not infringe the rights of any third party. You will indemnify us against all losses arising from any such infringement claim.

10.4 Tooling, jigs, moulds and patterns made for the Contract remain our property even if their cost is charged to you, unless agreed otherwise in writing.
10.5 We may photograph completed work and refer to it in our marketing unless you ask us in writing not to, or the Contract or a confidentiality agreement says otherwise.

Limitation of liability

11.1 Nothing in the Contract limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982, or for anything else that cannot lawfully be limited or excluded.

11.2 Subject to clause 11.1, we are not liable to you, whether in contract, tort including negligence, breach of statutory duty or otherwise, for: (a) loss of profit, revenue, sales or business; (b) loss of trade from a store, concession or counter opening late or closing; (c) loss of anticipated savings; (d) loss of or damage to goodwill; (e) penalties, liquidated damages or charges you owe to a third party; or (f) any indirect or consequential loss.

11.3 Subject to clause 11.1, our total liability to you arising under or in connection with the Contract is limited to 100% of the price paid or payable under the Contract.

11.4 You acknowledge that the price reflects these limits and that you are able to insure against losses above them.

12. Cancellation, suspension and termination

12.1 The Goods are made to order. You may not cancel or postpone an Order, in whole or in part, without our written consent.

12.2 If we agree to a cancellation or postponement, you will pay: (a) the price of all Goods completed and Services performed; (b) the cost of work in progress, materials and components bought or committed to, and subcontractor commitments we cannot cancel; (c) our design and development time; (d) storage and other costs we incur; and (e) our loss of profit on the cancelled part. Deposits are non-refundable and will be credited against these sums.

12.3 Either party may terminate the Contract immediately by written notice if the other: (a) commits a material breach and, where it can be remedied, fails to remedy it within 14 days of written notice; (b) becomes insolvent, enters administration, liquidation or a voluntary arrangement, has a receiver appointed, or is unable to pay its debts as they fall due; or (c) suspends or ceases, or threatens to suspend or cease, all or a substantial part of its business.

12.4 We may terminate the Contract immediately by written notice if you fail to pay any sum on its due date and it remains unpaid 7 days after we notify you.

12.5 We may suspend all further work and deliveries under this or any other contract with you if any event in clause 12.3 or 12.4 occurs, or we reasonably believe it is about to occur.

12.6 On termination for any reason you will immediately pay all outstanding invoices and interest, and we will invoice the sums in clause 12.2 for work not yet invoiced, which are payable on receipt. Termination does not affect rights and remedies accrued up to termination. Clauses that are intended to continue after termination do so.

Events outside our control

13.1 Neither party is in breach of the Contract or liable for delay or failure to perform, other than an obligation to pay, if the delay or failure results from an event beyond its reasonable control. This includes fire, flood, severe weather, epidemic, war, civil unrest, government action, strikes or labour disputes, failure of utilities or transport, and shortage or late supply of materials.

13.2 The time for performance is extended by the period of the delay. If the delay continues for more than 90 days, either party may terminate the Contract by written notice, and you will pay for Goods made and Services performed up to termination in line with clause 12.2 (a) to (d).

Assignment and subcontracting

14.1 We may at any time assign, transfer, charge, subcontract or deal in any other manner with any or all of our rights under the Contract, including the right to receive payment. This includes an assignment of our invoices and debts to a bank, invoice finance provider or other funder.

14.2 If we notify you that a debt has been assigned, you will pay the assignee in accordance with the notice. Only payment made in line with the notice discharges the debt.

14.3 Any term in your purchase order or other documents that seeks to prohibit or restrict the assignment of sums due to us has no effect.

14.4 We may subcontract any part of the manufacture, delivery or installation. We remain responsible to you for the work of our subcontractors.

14.5 You may not assign, transfer, charge, subcontract or deal in any other manner with any of your rights or obligations under the Contract without our prior written consent.

Confidentiality and data protection

15.1 Each party will keep confidential all commercial and technical information of a confidential nature that it receives from the other, including prices, designs and unreleased brand or product information, and will use it only to perform the Contract. This does not apply to information that is public, already lawfully known to the recipient, or required to be disclosed by law. We may share information with our professional advisers, insurers, funders and subcontractors who need it and are bound to keep it confidential.

15.2 Each party will comply with the data protection law that applies to it. We use the personal data of your staff and contacts only to manage the Contract and our relationship with you, as described in the privacy notice on our website.

General

16.1 Entire agreement. The Contract is the entire agreement between the parties. You acknowledge that you have not relied on any statement, promise or representation that is not set out in the Contract. Descriptions and illustrations in our brochures, website and marketing material are for guidance only and do not form part of the Contract.

16.2 Notices. A notice under the Contract must be in writing and delivered by hand, by pre-paid first class post or by email to the address last notified by the other party. Notices are treated as received on delivery if by hand, on the second Working Day after posting, or at 9.00am on the next Working Day after sending if by email.

16.3 Waiver. A failure or delay in exercising a right or remedy is not a waiver of it.

16.4 Severance. If any provision of the Contract is found to be invalid, illegal or unenforceable, it is treated as modified to the minimum extent needed to make it valid, and the rest of the Contract is not affected.

16.5 Third parties. No one other than the parties, and an assignee under clause 14.1, has any right to enforce a term of the Contract under the Contracts (Rights of Third Parties) Act 1999.

16.6 No partnership. Nothing in the Contract creates a partnership, joint venture or agency between the parties.

16.7 Disputes. The parties will first try to resolve any dispute by discussion between senior representatives. Where the Contract is a construction contract under the Housing Grants, Construction and Regeneration Act 1996, either party may refer a dispute to adjudication at any time under the Scheme for Construction Contracts.

16.8 Governing law and jurisdiction. The Contract, and any dispute or claim arising out of or in connection with it, including non-contractual disputes, is governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction, except that we may bring proceedings to recover sums due in any court of competent jurisdiction.

16.9 Changes to these Terms. We may update these Terms from time to time. The version published on our website at the date of our Order Acknowledgement applies to the Contract.

Version 3.0, effective 10/04/26