YPO Terms and Conditions of Sale (B2B)

1 DEFINITIONS

1.1 In these Conditions, the following definitions apply unless the context requires otherwise: "Catalogue" means the then-current (as at the date of the Order) version of the relevant YPO printed product catalogue; "Conditions" means the terms and conditions set out in this document, as amended from time to time and displayed on the Website in accordance with clause 9.8; "Contract" means the contract between YPOS and you for the sale and purchase of Goods in accordance with these Conditions; "Directs" means Goods dispatched directly to you by a third party supplier or manufacturer; "Goods" means the goods (and associated services, if any) you are purchasing as set out in your Order; "Order" means your order for Goods, as set out in the YPOS order form on the Website; "Parties" means you and YPOS; "Specification" means any specification for the Goods that is agreed by the Parties; "Stock" means Goods which are held and dispatched by YPO for and on behalf of YPOS; "Warranty Period" means the relevant warranty period applying to the Goods; "we" or "YPOS" means YPO Supplies Limited, a limited liability company incorporated in England (Company Number 09148392) whose registered office is at 41 Industrial Park, Wakefield, Yorkshire, WF2 0XE; "Website" means the YPOS website located at www.ypo.co.uk; "Working Days" means any day Monday to Friday excluding bank and public holidays in England; "you" means the entity or legal person which purchases the Goods from YPOS; and "YPO" means Yorkshire Purchasing Organisation of 41 Industrial Park, Wakefield, WF2 0XE, a public sector procurement and reseller organisation trading under the name "YPO", who own and operate the Website, and who perform fulfilment services on behalf of YPOS.

2 BASIS OF SALES

2.1 You acknowledge that:

(a) all sales contemplated or concluded under these Conditions shall be on a business-to-business basis and that any Goods purchased hereunder are purchased for business purposes only. In particular, your attention is drawn to the provisions of Clause 5.4. As a business customer, purchases made under the Contract will not benefit from the same statutory protection available to consumers under the Sale of Goods Act 1979 (as amended) and other related consumer legislation;

(b) all Goods supplied under these Conditions shall be used for, and in the course of, a commercial business, and shall not be supplied for resale. We reserve the right to reject/cancel Orders (as appropriate) in the event that we reasonably determine that Goods are being ordered for resale; and

(c) we may from time to time introduce minimum order volumes in respect of certain Goods and/or Orders, and we reserve the right to reject/cancel Orders (as appropriate) in the event that such minimum order volumes are not met.

2.2 Unless specifically agreed otherwise in writing by YPOS, these Conditions shall apply to the Contract and shall be deemed to be incorporated into all Orders to the exclusion of any other terms or conditions which you may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. For the avoidance of doubt, only the Conditions that appear on the Website shall apply to Orders, and the separate terms and conditions that appear in the Catalogue shall not apply to Orders.

2.3 Although we endeavour to ensure that the pricing information, product descriptions and associated images in the Catalogue are kept up-to-date, the information on the Website will always be the most current and accurate source of pricing and product information. Consequently, in the event of any conflict between the content of the Catalogue and the content of the Website, the content of the Website shall prevail.

2.4 The Order is an offer by you to purchase the Goods in accordance with these Conditions, which we may accept or decline at our discretion. Please note that we cannot supply the Goods to any person under the age of 18, and can only deliver the Goods to addresses within the United Kingdom, excluding addresses within those postcodes and locations listed as Excluded Postcodes.

2.5 The Order shall only be deemed to be accepted by YPOS when the Goods are dispatched to you, at which point the Contract shall come into existence and become binding upon you.

2.6 The Contract constitutes the entire agreement between you and YPOS. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of YPOS which is not set out in the Contract.

2.7 You are responsible for ensuring that the details provided in your Order are complete and accurate in all respects.

3 DESCRIPTION

3.1 Subject to Clause 2.3, the Goods are described in: (i) the Catalogue; and/or (ii) the Website.

3.2 We reserve the right to make changes to the specification of Goods which we consider necessary to achieve the required quality or performance, or to ensure conformity with any applicable statutory or EC requirements.

3.3 The measurements of the Goods including, without limitation, parameters such as size, capacity and weight are approximate only, and are as advised by YPOS's suppliers and manufacturers. Such measurements are correct to YPOS's knowledge, but may be subject to errors and omissions. If this happens, we will use reasonable efforts to supply you with a suitable alternative. On occasion, we may have to discontinue the supply of particular Goods without notice for reasons beyond our control.

3.4 Please note that the colour of any Goods illustrated in our sales materials are representative only due to the limitations of print and electronic colour reproduction. We disclaim, to the fullest extent permitted by law, any liability to you for any typographical, clerical, or other error, omission or mistake in sales materials, quotations, price lists, the Catalogue, the Website, invoices or any other documents we provide. Where any such error, omission or mistake has occurred, we reserve the right to withdraw the relevant Goods from sale immediately and/or cancel any unfulfilled Orders for the relevant Goods without liability to you. Please note that some Goods may be supplied with alternative labelling or packaging to that illustrated, but the Goods will be of a similar quality and price.

3.5 If you identify an error, mistake or omission, please let YPOS’s Customer Contact Centre know immediately. We will offer you the options of reconfirming the Order with appropriate changes, or alternatively allowing you to cancel the Order. If you decide to cancel your Order, we will refund or credit you with any sum that has been paid.

3.6 Any requests for cancelling an Order where it is no longer required should be made to the YPOS Customer Contact Centre, on 01924 834 834, before the actual despatch of Goods if possible. Alternatively, please refer to our returns advice online at www.ypo.co.uk/returns for further details.

3.7 Where indicated, the Goods must be used as stipulated. In addition, it is your responsibility to check before purchasing that the Goods are suitable and safe for the people and purposes for which they will be used.

3.8 All Goods are subject to availability. If Goods are out of stock, we reserve the right to substitute equal or superior quality products to fulfil your Order and this will be highlighted in the delivery documentation with the Goods. If the substitute is unacceptable to you, we will accept the return of the substitute and refund to you any payment made for the same provided that the substitute Goods are returned unused, in their original packaging, in accordance with the collection arrangements notified to you in the delivery note or otherwise.

4 DELIVERY AND RETURNS

4.1 We endeavour to dispatch Stock so that such Goods will be delivered to you within three to five Working Days from the date of receipt of the Order, free of charge. For Directs, which are delivered by third party suppliers, (e.g. furniture vendors), the suppliers will contact you directly to advise you of the estimated delivery date, which could be longer than the estimated period of three to five Working Days. Directs may be subject to delivery charges, so please enquire if these charges may apply in advance of placing all such Orders. All dates for delivery (Stock and Directs) are approximate only, and time shall not be of the essence in respect of delivery. Without prejudice to the foregoing, we shall not be liable for any delay in delivery of the Goods that is caused by events beyond our reasonable control, or your failure to provide adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. Goods may also be delivered in advance of estimated delivery dates.

4.2 All deliveries will be despatched to the delivery address notified by you at the point of order on the Website.

4.3 We reserve the right to charge costs of carriage and a restocking fee of up to forty per cent (40%) of the value of the Goods, or a minimum fee of £10, whichever is the greater, on any deliveries which are refused without a valid reason.

4.4 To notify YPOS of discrepancies with an Order, or to request the return of any items (Stock or Directs) for replacement, exchange or refund, please contact the YPOS Customer Contact Centre with full details of the Order, and the reason for the return, within three (3) Working Days of delivery for Goods which are damaged or faulty (and/or Goods that have not been received, in whole or in part).

4.5 We will not accept the return of Goods without prior authorisation or where the returned Goods are unfit for re-sale, unless the Goods have been reported damaged or faulty in accordance with Clause 4.4. These Goods must be paid for in full by you.

4.6 In respect of Stock, our carriers are only authorised to collect Goods to be returned where they are returned in accordance with the instructions issued by the YPOS Customer Contact Centre.

4.7 Where the Goods to be returned are Directs, the third party supplier will in most cases make arrangements directly with you to collect the Goods. Alternatively, if collection of the Goods will not be arranged by the third party supplier, please contact the YPOS Customer Contact Centre who will advise you of the alternative arrangements that will apply.

4.8 The majority of furniture Goods are made to your Specification and the re-stocking charge for returns varies depending on the item, (up to forty per cent (40%) of the Goods total cost). Further, whilst we endeavour to accommodate the return of such Goods, in certain circumstances this may not be possible. If you would like to return a furniture item, please contact the Furniture Customer Care Team on 01924 834 834 who will be happy to assist you.

5 QUALITY AND WARRANTY

5.1 All Goods are sold with the benefit of the relevant manufacturer or supplier's warranty. Please contact YPOS’s Customer Contact Centre or refer to the Website to find out specific warranty details. We offer a flexible returns policy in respect of the Goods, referred to as our "No Quibble Guarantee". The limited conditions applying to this policy are described in the remainder of this Clause 5.

5.2 Subject to Clause 5.3 below, if you give notice in writing to YPOS during the Warranty Period that some or all of the Goods do not comply with the relevant warranty referred to in Clause 5.1 we shall, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full, provided always that we are given a reasonable opportunity of examining such Goods, and that you, if asked to do so by YPOS, return such Goods.

5.3 We shall not be liable for Goods' failure to comply with the warranty referred to in Clause 5.1 if:

(a) you make any further use of such Goods after giving notice in accordance with Clause 5.2;

(b) the defect arises because you failed to follow YPOS's or the manufacturer's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or, if there are no instructions, good practice regarding the same;

(c) the Goods were altered or repaired without the written consent of YPOS;

(d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal use, storage or working conditions; and/or

(e) the Goods differ from their description, and/or their Specification, (if applicable), as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.4 Except as provided in this Clause 5, we shall have no liability to you in respect of the Goods' failure to comply with the warranties set out in Clause 5.1. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 (as amended) are, to the fullest extent permitted by law, excluded from the Contract.

5.5 These Conditions shall apply to any repaired or replacement Goods supplied by YPOS.

6 TITLE AND RISK

The risk in the Goods shall pass to you on completion of delivery. Title to the Goods shall not pass to you until we have received payment in full (in cash or cleared funds) for the Goods, and any other goods supplied by YPOS to you in respect of which payment has become due.

7 PRICE AND PAYMENT

7.1 Subject to Clause 7.4, the price of the Goods shall be the price set out in: (i) the Catalogue; or (ii) the Website. Subject to Clause 2.3, and unless otherwise stated, prices are valid from 1st January for the remainder of the calendar year.

7.2 Payment for the Goods is in advance, at the time you submit your Order.

7.3 You can only pay for the Goods using a debit card or credit card. Details of the cards we accept as means of payment are as set out on the Website. For the avoidance of doubt, alternative means of payment provided for in the Catalogue may not be accepted by YPOS.

7.4 We may, by giving notice at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to any factor beyond YPOS's control (including, without limitation, foreign exchange fluctuations, increases in taxes and duties, and increases in manufacturing costs).

7.5 The price of the Goods is quoted in pounds sterling, and includes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. YPOS's VAT Registration No is 193 1055 20.

8 LIABILITY

8.1 Nothing in these Conditions shall limit or exclude either Party's liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); fraud or fraudulent misrepresentation; or in respect of any matter where it would be unlawful to exclude or restrict liability.

8.2 Subject to Clause 8.1, we shall under no circumstances whatever be liable to you, whether in contract, tort (including without limitation negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, loss of goodwill, loss of revenue, or loss of anticipated savings (whether direct or indirect in each case) or for any indirect or consequential loss arising under or in connection with the Contract.

8.3 Subject to Clause 8.1, YPOS's total aggregate liability arising under or in connection with the Contract, whether in contract, tort (including without limitation negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed a sum equivalent to the price of the Goods purchased under the Contract.

9 GENERAL

9.1 Events Beyond our Reasonable Control. We shall have no liability to you for any failure to deliver Goods you have ordered or any delay in doing so or for any damage or defect to Goods delivered that is caused by any event or circumstance beyond our reasonable control including, without limitation, Acts of God, strikes, lock-outs and other industrial disputes, failure of suppliers or contractors, breakdown of systems or network access, flood, fire, explosion or accident.

9.2 Data Protection and Freedom of Information. YPOS is registered under the Data Protection Act 2018 (as amended) and will safeguard customer information in line with these requirements, as stated in YPOS’s privacy policy. In order to improve our service, or for training purposes, calls to YPOS may be recorded or monitored. YPOS is subject to the Freedom of Information Act 2000 (as amended).

9.3 Assignment and other Dealings. We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of our rights or obligations under the Contract. You may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights or obligations under the Contract without the prior written consent of YPOS.

9.4 Copyright and Trademarks. Reproduction in whole or in part of these Conditions or sales materials and documentation (including the Catalogue and the Website) is strictly prohibited without the express written permission of YPO or YPOS (as appropriate). All third party trade marks are published under licence or contract agreement.

9.5 Invalidity. If any part of these Conditions is unenforceable (including without limitation, any provision in which we exclude our liability to you) the enforceability of any other part of these Conditions shall not be affected.

9.6 Waiver. A waiver of any right or remedy under the Contract or at law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.

9.7 Third Party Rights. A person who is not a party to the Contract shall not have any rights to enforce its terms.

9.8 Variation. We may vary these Conditions from time to time, so you should refer to the Website, www.ypo.co.uk/terms before ordering to see if any changes have been made to them. You can see if there has been a change by referring to the date of issue at the footer of the Conditions.

9.9 Governing Law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the laws of England and Wales, and the Parties hereby submit to the exclusive jurisdiction of the English Courts.