Terms & Conditions

1. General
1.1 Wherever used, the expression “the Company” shall be deemed to include Distinction Contract Ltd., its Agents and sub Contractors.
Wherever used, the expression “the Purchaser” shall be deemed to include the Purchasers Agents, whether retail or trade.
Wherever used, the expression “the Goods” means the article, things or items described in the order
1.2 The Company reserves the right to change these terms and conditions from time to time to without notice to the purchaser and the changes will take effect from the day that they are posted. Any such changes will be updated on the Company’s website.
1.3 Unless otherwise expressly agreed in writing by the Company, these conditions shall form part of this offer and no conditions inconsistent therewith, shall be deemed to override or vary these conditions notwithstanding their being proffered by the Purchaser at a date later than this offer. They shall apply not only to the present transaction but to all future business between us except in such cases as the contrary may be agreed by us in writing.
2. Trade Accounts
2.1 The Company is a trade only supplier and requires sufficient documentary evidence from the Purchaser of current trading before supplying any Purchaser (VAT number, company registration number, business invoices, online presence).
2.2 The Company reserves the right to dismiss, reject or review any application it considers to be in breach of trade agreement or dormant for a period of over 12 months.
2.3 The Company will accept multiple applications for trade accounts from one Purchaser pertaining to different businesses, however at the stipulation of the Company each business must be individually registered for a trade account. An active trade account for one business does not permit the Purchaser to list and retail the products on alternate businesses and on corresponding selling platforms. 
2.4 Should the Company decide to terminate a trade account they reserve the right to do so without notice.
2.5 The Company reserves the right to restructure and change prices without notice.
2.6 The Company will under no circumstances offer a trade account to Purchasers selling via multi-seller platforms. This includes but is not limited to eBay, Facebook Marketplace, Etsy and Amazon. If the Purchaser uses these platforms as well as an independently registered domain they must confirm to the Company in writing that they will only list Distinction Furniture products on their independent platform. Breach of this term will result in immediate suspension. 
3. Purchase of Products
3.1 A tender or quotation of the Company is an invitation of an order subject to these conditions. No contract will result until the Company has confirmed its acceptance of the order in writing. Any addition to, deletion, or variation of these conditions will be binding only if expressly confirmed in writing by the Company. Title to the Goods shall remain the Company’s property until paid for in full.
3.2 The Company reserve the right to increase the prices quoted should there be any increase in the cost of labour, materials, duties, rates of exchange, freight or other charges, expenses and costs payable by us before delivery.
3.3 Prices for the Goods shall be those ruling at the date of invoice. Any query by the Purchaser on an invoice must be made within 30 days of the invoice date.
3.4 The Company requires a minimum of one order per annum on all trade accounts. Accounts that fall below this value will be revoked and the account closed.
3.5 When the Purchaser places an order for stock items, the stock is automatically deduced from the Company’s live stock feed. Allocated stock is held under reservation for the Purchaser for a maximum of 14 days. If payment is not completed during this window stock is automatically released, unless the Company and the Purchaser have unanimously agreed upon an alternate payment structure.
3.6 Orders placed for items that are out of stock will be kept on record and allocated immediately when the Goods are received into the Company’s warehouse.
3.7 If we do not receive instructions within 14 days after notification that the Goods are ready for despatch the Goods will be delivered to you at the address specified in the order. If for any reason whatsoever the Purchaser delays taking delivery of the Goods, the subject of any order such as retained by the Company whether in transit, or store, shall be entirely at the risk of the Purchaser and the Company shall be entitled to charge the Purchaser for any cost incurred such as interest, rent etc. If the Goods are so retained for a period exceeding one month the Company shall be entitled to a payment on account of 80% of the purchase price.
3.8 The Company reserves the right to change pricing without prior notice. The Company cannot accept these changes as faults.
4. Product Information
4.1 In the event that the Company is made aware, or recognises an error regarding price or description, the Purchaser will be notified at the earliest possible opportunity. The Purchaser will be offered the opportunity to proceed, revise or terminate the order. A full refund of monies paid will be issued in this event, this will be the extent of the Company’s liability.
4.2 The Company reserves the right to change specifications, or occasionally alter the design of the Goods without prior notice. The Company cannot accept these changes as faults.
4.3 The Company reserves the right to change pricing without prior notice. The Company cannot accept these changes as faults.
5. White Label Agreement
5.1 For the protection of both the Company and the Purchaser, Distinction Furniture is a singularly white label company. All of the Company’s products must be branded under the Purchaser’s name and shall be accessible to the public under a URL designated by the Purchaser. The name and logo(s) of the Company and any products shall not appear on the Portal or be expressed to third party clientele unless mutually agreed by the parties.
6. Credit and Payment Terms
6.1 All accounts are payable on demand and the balance must be paid prior to or on delivery unless credit facilities have been granted by us in writing and not withdrawn when payment shall be made strictly 30 days after the date of delivery (unless terms to the contrary have been agreed by us in writing).
6.2 Conditional credit terms of strictly NET 30 days may be offered by the Company to the Purchaser following an initial period of six months. Active trade account holders will be allocated a credit limit based on an individual assessment of the Purchasers credit rating. 
6.3 The price of the Goods shall be the price set out in the order, or in the Company’s acceptance of the order. If no price is quoted, the price will be as previously notified to the Purchaser.
6.4 The price of the Goods is exclusive of value added tax (VAT).
6.5 The Purchaser will pay all amounts due under the contractual invoice without any deductions or with holdings except as required by law. The Purchaser is not entitled to assert any payment terms, credit conditions or counterclaims against the Company in order to justify withholding final payment.
6.6 Maximum available cash discounts will appear on invoices. In the event of default in payment by the due date, interest will be charged on all sums overdue at the rate of 4% over the bank rate calculable from day to day, to run both before, and after judgement. Further, in default of payment by the due date in respect of this or any other order, the Company reserves the right to suspend delivery or terminate the contract in respect of any undelivered Goods.
7. Deliveries
7.1 All quoted despatch and delivery dates are given bona fide, and every effort will be made to adhere to them. Unless otherwise agreed in writing, any delivery times specified by the Company are business estimates. The Company shall not accept any liability to despatch/deliver within such a time. Despatch/delivery time may be extended during holiday periods and factory shutdown.
7.2 Delivery of the Goods shall be completed upon unloading the Goods at the delivery location, except in the event that the Goods require installation that has been mutually pre-agreed between the Company and Purchaser. The Goods shall be, and thereafter remain at the Purchasers risk from time of delivery. Property in the Goods shall remain with the Company until the Purchaser shall pay all monies due to the Company, being due under the invoice in respect of this order. Where the Goods are manufactured by the Company in accordance with the Purchasers specification(s) or other particulars provided, the Company will be responsible only for the manufacture and delivery of such Goods as ordered.
7.3 The Company can deliver to third party private/residential properties in the event that the Purchaser has an active Dropship account with the Company.
7.4 For all deliveries the Purchaser is required to advise of any parking restrictions, red routes or width restrictions. Parking fines incurred where there was no alternative parking available will be challenged but any fines incurred will be covered by the Purchaser. The Company will not deal directly with third party customers, if the Purchaser wishes to have their own clients incur charge, they are required to pursue this directly.
7.5 The Company requires the Purchaser or third party to be available during the agreed delivery slot as all deliveries require a signature. In the event that the Purchaser fails to be available during the agreed delivery slot, a re delivery will be arranged and recharged provided the Company couriers adhered to the agreed arrangements.
7.6 Orders may be executed by installments. Each INSTALLMENT shall be a separate contract payable separately. If payment of any INSTALLMENT is not made within the time stipulated, the Company shall be entitled to suspend further deliveries until payment is made or the Company may, at their option, terminate the contract.
8. Customers based outside of the UK
8.1 The Company is not an international seller. The Company will deliver to any mainland UK address. The Company reserves the right to reject orders from the British Isles, Northern Ireland and the Republic of Ireland. In the event that the Goods need delivering outside of mainland UK, the company may choose at their discretion to deliver to any designated mainland UK port or shipper. Cost of freight to port is charged using the mainland delivery model. All delivery and freight costs after UK are to be borne by the Purchaser.
8.2 The Company can accept worldwide delivery for wholesale orders only. The Goods are shipped out of the Company's China factories to a location of the Purchasers choice. 
8.3 For wholesale container loads the Company can pack and load full containers on site. The Purchaser will incur labour and packaging costs for this service. If export packaging is not requested, the Goods will be dispatched in ordinary packaging and any other protective coverings shall be the responsibility of the Purchaser and freight company.
8.4 Purchasers with their own courier service, or pre-existing shipping agreements are able to collect the Goods from the Company warehouse in Kingston-upon-Thames.
8.5 All inbound deliveries from outside of mainland UK may be subject to import fees, duties and taxes which are levied by the importing country at the time the delivery arrives in the Purchasers country. Any additional fees incurred will be payable by the Purchaser.
8.6 Any delay as a result of the Purchaser failing to comply with all applicable laws and regulations of the country into which the Goods are to be delivered will not be the responsibility of the Company.
9. Guarantee & Liability
9.1 All Goods are guaranteed for a period of 12 months. The manufacturers guarantee will within this period of 12 months repair or at our discretion replace any Goods which are proved to our satisfaction to be defective in material or workmanship provided always that this obligation will not apply where:
a. The Goods have been altered in any way whatsoever or have been subjected to misuse or unauthorised repair; or
b. The Goods have been improperly installed or;
c. You have failed to notify us of any defect or suspected defect immediately the same comes to your knowledge; or
d. You are in breach of this or any other contract made with us.
9.2 The Company liability will under no circumstances extend beyond the repair or replacement of the product supplied by the Company. Claims for either labour in replacement or damage to property are not admissible. Any Goods replaced will belong to the Company.
10. Cancellation or Alteration
10.1 Orders cannot be cancelled except with the written consent and confirmation of the Company and on terms that will indemnify the Company against loss. If notice is given in writing before manufacture has commenced, requests for cancellation on orders will be accepted without charge if made within three days of dispatch of acknowledgement of order.
10.2 Cancellations made by the Purchaser up to five days before the delivery will incur charges that are to be covered by the Purchaser. The Purchaser will be charged a minimum of £20 for any items that are returned to stock within this window.
10.3 All cancellation requests are to be made in writing via email. Cancellations made over the phone will not be valid until they are confirmed in writing.
10.4 The Company retains the right to terminate the contract if they are unable to fulfill the order due to stock levels. In such situations, the liability of the Company will extend as far as refunding the Purchaser any payment pertaining to that particular invoice that has been paid so far.
11. Return of Goods for Credit
11.1 The Purchaser is required to inspect the condition of the Goods immediately upon delivery, and to report the condition to the Company via email within three days (including Saturday and Sunday). The Purchaser is advised that the same time window is applied to third party clients. The Company will not contact third parties in accordance with clause 5. Returns for a partial or full refund or exchange will only be accepted in the event the Company is evidently liable for damaged goods, faulty goods or discrepancies between the invoice and the goods. If the Purchaser fails to give such notice in the allotted time frame then requests for returns will not be accepted.
11.2 Only in exceptional circumstances and by previous written agreement with the Company will the Company accept back for credit items that have been supplied against firm orders or which have been manufactured by the Company in accordance with specification but have not yet been delivered, provided the Goods to be returned are new and adequately packed and are of standard colour and unused. The net value of the Goods returned will be credited to the Purchaser subject to a minimum charge of 25% thereof which will be made to cover restocking costs.
11.3 The Purchaser is required to notify the Company of any intent or request to return the product within three days of the receipt of the product. For third party dropship clients the same time window is applied. Claims that are reported after this point will not be accepted.
11.4 The Company is unable to accept returns or requests for returns from third party clients, it is the role of the Purchaser to adhere to their own returns conditions and collect or take receipt of the returned product(s). Once the Goods are in the possession of the Purchaser or third-party client the contract with the Company is complete and the Company will no longer take ownership or liability for the products.
11.5 The Company will not be held accountable for deliveries undertaken by third party couriers of the Purchaser’s own choice.
11.6 The Company will not accept requests for returns on made-to-order bespoke items unless the Goods display manufacturing faults or do not follow the agree design intent. 
11.7 Requests for returns are to be made via email to furniture@distinctiongroup.com
12. Wrong Delivery, Damages and Damaged Goods
12.1 All consignments are advised and it is essential that immediate notification should be given if the Goods are not received within 10 days of advice; otherwise no claim for non-delivery can be accepted.
12.2 No claim for damage in transit or shortages will be accepted if signed for “RECEIVED IN GOOD CONDITION” or “UNCHECKED” or “NOT EXAMINED” (or similar) unless they are signed for as “DAMAGED” or “SHORT DELIVERED” and the Company are notified in writing within 3 days after delivery and are given an opportunity to verify the shortages or damage. The company will then at its option:
(a) Repair or replace any goods or part of goods so damaged; or
(b) Allow to the Purchaser credit in respect thereof in such amount as may be agreed with the Purchaser or in default as fixed by the Company at their discretion.
(c) The Company’s liability under this condition shall be limited to repairing, replacing or allowing credit as aforesaid.
(d) Claims of damaged, faulty non-delivered or wrong delivered products from Dropship customers must be reported through the Purchaser, not directly to the Company in accordance with clause 5.
13. Unavoidable Loss or Delay
13.1 The Company shall not be liable to the Purchaser to the extent that fulfillment of its obligations to the Purchaser shall include (without restricting the generality of the foregoing): Riots, civil commotions, war, rebellion, national or international emergency, strikes, lock-outs or other labour disputes. Destruction or damage due to natural causes, floods, fires, explosions or breakdown of machinery. Any order of a local, national or international authority, shortage of labour, equipment, materials or supplies.
14. Force Majeure
14.1 Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by an event which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including but not limited to strikes, or other industrial disputes, failure of energy sources or failure of natural resources, acts of God, war, terrorism, civil commotion, interference by civil or military authorities, nuclear, chemical or biological contamination, natural disasters such as fires, floods, storms, earthquakes, epidemics or similar events, or default of suppliers or subcontractors.
15. Marketing Materials
15.1 Photography: The Company owns the copyright to all product images and images with style impressions that are used by the Company in promotional material and on the website. At the Purchasers request and the Company’s agreement the Purchaser may be given permission to use some of this material for use on their own platforms, this excludes all in-situ images which remain for the sole use of the Company. The materials displayed on the Company’s website and elsewhere are solely for the use of the Company. All such imagery must be removed within a month of accounts being terminated.
15.2 The Company will only consider requests for the use of Marketing Materials from the Purchaser if they are in possession of an active trade account. 
15.3 Product codes and names: It is the stipulation of the Company that the Purchaser alter the product name and SKU (stock keeping unit) before it is marketed by the Purchaser. This is in accordance with clause 5 and helps to protect the security of both the Company and the Purchaser’s trade agreement.
15.4 Restrictions: The Purchaser must not use the Company name or any abbreviation of it to promote products. The Company is a strictly trade only supplier and does not promote itself as a retail brand and does not permit the Purchaser to do so. The Purchaser may not seek to represent the Company or the Company product in a way that may be damaging to the Company’s reputation. Any action taken by the Purchaser which may negatively impact on the reputation or image of the Company may result in the termination of the account.
15.5 Upon creation of a Trade Account, the Purchaser automatically opts in to receive Marketing Materials in the form of emails and newsletters from the Company. Should the Purchaser prefer to not receive these materials, they must directly opt out by contacting a member of the Company team. 
16. Jurisdiction
16.1 The contract shall be governed by the laws of England and English Courts shall have sole jurisdiction in all matters arising out of the contract.