Last updated 10 Feb 2022
We are Clippings Limited, a company incorporated in England and Wales with company number 08356423, VAT number GB155600526 and registered office at The Scalpel, 18th Floor, 52 Lime Street, London EC3M 7AF (hereinafter “We” or “Us”).
We manage and operate the Website located at www.clippings.com (“Website”) where We advertise furniture, lighting and other interior design products (“Products”) manufactured by third party brands (“Brands”) for sale to professional buyers (“You”). Please note that Our Products are not offered for sale to private consumers.
Individual buyers who are not acting in a professional, trade or business capacity should not place an order on Our Website.
1.1 In these Terms and Conditions of Sale:
(i) the singular will include the plural and vice versa;
(ii) reference to a statute or statutory provision will be interpreted and construed as reference to such statute or statutory provision as may be amended, replaced or re-enacted from time to time;
(iii) the terms ‘include’, ‘including’, ‘for example’ and ‘such as’ or any similar expression will be construed as illustrative only, without limiting the sense or scope of the words preceding them;
(iv) the term ‘in writing’ includes any communication exchanged via email or any other electronic, durable means.
2.1 These Terms and Conditions of Sale apply to the purchase of any Products sold to You on Our Website or any other means. No other terms are implied by trade, custom, practice or course of dealing. You are invited to read these Terms and Conditions of Sale carefully and save a copy for Your future references before placing an order with Us.
2.2 Save where specifically agreed otherwise in writing with Our sales department (“Special Terms of Sale”), these Terms and Conditions of Sale apply to the exclusion of any other term, whether oral or in writing, and whether contained in a quotation, sale order or other commercial document. In particular, these Terms and Conditions of Sale apply to the exclusion of any terms and conditions supplied by you or incorporated in any purchase order provided by you when you place an order with Us.
2.3 In the event of any inconsistency between these Terms and Conditions of Sale and the Special Terms of Sale, the Special Terms of Sale will prevail.
3.1 To order a Product from Us, whether on Our Website or through any other means, You must first create an account with Us by completing the account registration form available on Our Website.
3.2 To create an account, You must provide Us with accurate, complete and up-to-date contact information, including Your name, the name and postal address of Your company, and professional telephone number and email address (“Account Information”). It is Your responsibility to provide accurate Account Information and keep it up to date so that We can contact You, if necessary, via phone, email or post, about Your order or the delivery of Your Products.
3.3 Upon registration, You will be asked to choose and enter a password. Such password is personal to You as the sole authorised User of that account and You must keep it secure and confidential at all times and not share them with any third party. You should contact Us immediately upon suspecting or becoming aware that Your password may have been stolen or disclosed to unauthorised parties or of any unauthorised use of Your account or error in the operation of Your password. Any activity which takes place on or through Your account will be deemed to have been carried out by You and You agree to indemnify and keep Us fully and effectively indemnified against any loss, damage, cost (including reasonable legal fees) that may arise out of or in relation to any unauthorised use of Your account.
3.4 The opening of an account is subject to approval by Us in all cases, and We reserve the right, in Our sole and absolute discretion, to decline any application for registration, without giving a reason. If We approve Your registration, You will receive a notification from Us. Once Your Account Information have been verified, You will have full access to Our Website (including to Our project management tool and any trading discounts).
3.5 By accepting these Terms and Conditions of Sale, You specifically acknowledge and agree that We may, in Our discretion, carry out checks (including checks with credit reference agencies and other third party) for the purposes of confirming Your identity and to establish Your creditworthiness.
3.6 In opening an account with Us and sharing the Account Information, You warrant and represent that You have the necessary authority, power and right to do so on behalf of Your company.
3.7 You must not attempt to purchase any Products without being authorised to legally bind Your company and in placing an order with Us You warrant that You have the necessary authority, power and right to fully bind such entity or organisation.
4.1 You will be able to place an order with Us, either on Our website or by contacting Us, only after We have approved your application to open an account with Us.
4.2 You acknowledge and agree that by placing an order, You will be under an obligation to pay for the Products in that order. Our orders process allows You to check and amend any errors before submitting Your order to Us.
4.3 When Our sales department issues a quote for the price of certain Products, such quote will only remain valid for a period of thirty (30) days from the date of issue, unless otherwise agreed in writing with Us.
4.4 Each order by You is an offer to Us to buy the Products in that order. After You place an order on Our Website, You will receive an email from Us acknowledging that We have received it, but please note that this does not mean that your order has been accepted.
4.5 The contract between You and Clippings for the sale by Us of the Products in Your order will be formed only when we confirm that We have accepted Your order via email or through any other means.
4.6 Clippings' right to amend or cancel your order It is always possible that Products go out of stock, the materials Used to making the Products are not available or Products’ prices change from the time that We accept Your order until such time when We place an order for Your Products with the relevant Brand(s) (including, as a result of fluctuations in shipping costs, import duties and taxes). In these circumstances, You acknowledge and agree that We may, in our discretion: cancel Your order, in which case We will endeavour to refund You the full amount within thirty (30) days of informing You; or amend the price of Your order in order to reflect the most updated price applied by the Brand to Us.We reserve the right to terminate Your order in the following circumstances:
(i) if You commit a material breach of any provision of these Terms and Conditions of Sale which breach is irremediable or (if such breach is remediable) if You fail to remedy that breach within a period of seven (7) days after being notified to do so;
(ii) You suspend, or threaten to suspend, payment of Your debts - whether under an order with Us or otherwise - or are unable to pay Your debts as they fall due or admit inability to pay Your debts or being a company or a partnership are deemed unable to pay Your debts within the meaning of the Insolvency Act 1986;
(iii) You commence negotiations with all or any class of Your creditors with a view to rescheduling any of Your debts, or make a proposal for or enter into any compromise or arrangement with Your creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation with one or more other companies or the solvent reconstruction of one or more other companies;
(iv) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of Your company;
(v) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over Your company;
(vi) the holder of a qualifying floating charge over Your assets has become entitled to appoint or has appointed an administrative receiver;
(vii) a person becomes entitled to appoint or a receiver is otherwise appointed over Your assets;
(viii) if You are a professional buyer acting as an individual, You are the subject of a bankruptcy petition or order;
(ix) any of Your creditors or encumbrancers attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of Your assets and such attachment or process is not discharged within fourteen (14) days;
(x) any event occurs, or proceeding is taken, in any jurisdiction to which You are subject that has an effect equivalent or similar to any of the events mentioned in point i) to xi) (inclusive);
(xi) You suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of Your business;
(xii) if You are a professional buyer acting as an individual, if you die or, by reason of illness or incapacity (whether mental or physical), You are incapable of managing Your own affairs or become a patient under any mental health legislation.
4.7 Your right to amend or cancel your order The following categories of orders are not possible to cancel, are non-refundable and cannot be changed:
(i) orders relating to Products that are in bespoke materials and finishes as specified by You (“Made to Order”);
(ii) orders relating to Products that are price on application.
4.8 Before ordering from Us, it is Your responsibility to check and determine Your ability to receive the Products ordered. This includes ensuring that You have adequate delivery vehicle access, the Products will pass freely to Your property and into Your room of choice, they fit in that room, can be transported through doorways and stairways (or lifts if these are to be used), and there are no other issues that could make delivery impossible, for example working hours or parking restrictions. It is your responsibility to promptly inform us of any specific site or delivery restrictions by contacting firstname.lastname@example.org and Our sales department will provide You with a delivery quotation.
4.9 Before placing an order with Us, it is Your responsibility to discuss and confirm in writing with Us any specific requirements, including certification requirements, that You have with a member of Our sales department. We cannot be held liable for requirements which are not confirmed by Us in writing before You place Your order.
5.1 We make all reasonable efforts to display the Products accurately on Our Website or in a quotation given to You by a member of Our sales department, however, We cannot guarantee and cannot accept any liability regarding the accuracy of the colours of the Products as displayed on Your screen. The colour of Products that are delivered to You may, therefore, vary slightly from the images displayed on Your computer.
5.2 You acknowledge and agree that Made to Order Products are not manufactured until We have accepted Your order and therefore any images displayed on Our Website or in a quotation given to You by a member of Our sales department are purely illustrative. You should carefully check their description to see the colours in which Made to Order Products can be produced. We do not guarantee that the Product You receive will conform to any images You may have seen on Our Website.
5.3 We make all reasonable efforts to be as accurate as possible with Products information displayed on Our Website or in a quotation given to You by a member of Our sales department, however, measurements indicated including weights and dimensions should be used as a guide only. If You have any questions about any of the Products please contact a member of Our sales department to discuss.
6.1 Always subject to clause 4.3 and 4.6:
(i) the price of any Product will be as shown on Our Website checkout page or in a quotation given to You by a member of Our sales department;
(ii) We reserve the right to adjust the prices of any Products due to fluctuation in exchange rates. Please note that Products’ prices are not confirmed until We accept Your order.
6.2 Any VAT, sales or other taxes will be removed from Your order if You are arranging a delivery to a non-VAT paying country (that is, a country where such VAT, sales or other tax is not payable). For orders dispatched to a European Union country, if You are a VAT-registered business, VAT will be removed from the order process, and You will bear responsibility to make the VAT declaration in Your own VAT return.
6.3 For International Deliveries (as defined below), online prices will be shown exclusive of shipping costs, VAT (or other sales tax) and import duties, where applicable.
6.4 Some upholstered Products can be specified to include Customer Own Material product (“COM”). When ordering a COM product, COM fabrics are charged separately and these extra charges will be communicated to You during the ordering process or in the quotation given to You by a member of Our sales department. Provided always that Clippings reserves the right to cancel an order or reject certain COMs when their use is not approved by the relevant Brand. Without prejudice to clause 14.2 (a) of these Terms and Conditions of Sale, in the event that the COM is supplied by You directly to the Brand, You remain fully responsible to ensure that such COM is tested for use in the Products purchased by You.
6.5 Product pricing excludes any applicable delivery and installation costs, which will be added to the price of the Products and set out as part of the total amount due during the order process and at checkout. To see the relevant delivery options, see section 9 below.
6.6 Due to the large number of Products on Our Website, it is always possible that some of the Products listed may be incorrectly priced, despite Our reasonable efforts. We will, at Our discretion, endeavour to verify prices as part of Our order-handling procedure so that, where a Product's correct price is less than Our stated price, We will charge the lower amount when dispatching the Product to You. If the Product’s correct price is higher than the price stated on Our Website, You agree that we may, in our discretion: cancel Your order and refund You the full amount within thirty (30) days of informing You; or amend the price of Your order in order to reflect the higher price.
7.1 We accept payment with the payment methods listed on Our Website and as agreed with Our sales department from time to time.
7.2 You must pay for the Products and any applicable VAT, sales tax, delivery charges or import duties in full once We confirm Your order. However, if Your order value exceeds £20,000.00, We may offer You to split the payment of Your order in two equal instalments, the first (50%) payable once We confirm Your order and the second (50%) before We or the Brand(s), as applicable, deliver the Products to You. Please contact Us for further information.
7.3 By submitting an order to Us through Our Website or through any other means, You are confirming that the payment details provided on Your order are valid and correct.
7.4 You should be aware that online payment transactions are subject to validation checks by Your card issuer and We are not responsible if Your card issuer declines to authorise payment for any reason. Please note, it is possible that Your card issuer may charge You an online handling fee or processing fee. We are not responsible for this.
7.5 Charges for any optional extras that are requested by You, for example non-standard delivery requirements, will also be charged to Your account, after quotation and agreement with You.
7.6 You are responsible for all charges to Your account. If You have questions regarding charges to Your account, You should contact Us.
8.1 The expected timing between Your order and delivery of the Products to You (“Lead Time”) is displayed on Our Website and is communicated to You within the order process, either on the Product page on the Website, or in a quotation given to You by Our sales department. Product Lead Times can change, for example, if a Brand takes longer than expected to manufacture a Product and will be confirmed once Your order is accepted by the Brand(s).
8.2 Where a Lead Time stated within the order process changes, We will endeavour to communicate these to You.
8.3 At Our discretion, where a Product or Products within Your order are delayed, We may split delivery of the order, to expedite delivery to You of those Products not delayed.
8.4 Where We have Your Products ready for delivery, but You request that We delay delivery, We will charge You any costs incurred by Us in postponing or cancelling delivery with the carriers and any costs of storage of Your Products in Our warehouse. If You request that We delay delivery for over 1 week, We reserve the right to cancel Your order and You agree that You will fully indemnify Us against any cost, loss and damage suffered or incurred as a result of such cancellation.
9.1 We can deliver to business addresses worldwide. We cannot deliver to PO Boxes.
9.2 From the date on which You place Your order, items that are in the Brands’ stock can typically take 1 week to deliver. Made to Order items can typically take 8 to 12 weeks or longer to deliver. These timings are shown here as a guide: please refer to the actual estimated delivery dates for Your Products which will be displayed on Our Website Product pages, at the Website checkout page and on Our quotations if You place Your order with Our sales department.
9.3 The cost of delivery will typically be provided at the Website checkout page or as part of a quotation provided to You by a member of Our sales department. Where this is not possible, delivery costs will be calculated and emailed to You separately prior to You purchasing the Product.
9.4 We offer a standard two-man delivery service to safely unload and manoeuvre. Should your order include large or heavy Products which require two or more persons to unload and manoeuvre safely, Our sales department will contact You and provide You with a quotation. If access to the delivery location is restricted (as if, for example, no local parking or commercial lift is available), You agree that you will be responsible to indemnify Us for any cost or charge associated with the delivery that we may incur or sustain as a result and which is not accounted for in a quotation provided by Our sales department.
Our standard delivery times are Monday to Friday 9 am to 5 pm. If you request delivery outside these times, We will agree with You any additional costs.
9.5 Delivery of Products to You is carried out on Our behalf by Our approved delivery partners.
9.6 We or Our delivery partners will contact You in advance of delivery to confirm the delivery date and to confirm with You any specific delivery instructions. Your delivery date will be confirmed with You by email.
9.7 If for any reason, We or Our delivery partner are unable to deliver on the expected date, We will contact You to arrange a new delivery date.
9.8 You will be required to sign for Your Products at delivery.
9.9 If no one is available at Your address to take delivery, We will leave You a note with information about how to rearrange delivery.
9.10 You can review the status of Your order at any time by logging into the order tracking section on Our Website. If You have trouble finding out the status of Your order or tracking its progress, You can contact Your Clippings Customer Success Manager, or contact Us at email@example.com.
9.11 Subject to clause 4.6, for any deliveries outside of the United Kingdom (“International Deliveries”), delivery costs will be calculated at the time You place Your order with Us.
9.12 For International Deliveries, You acknowledge that depending on the country of destination sales taxes, duties, transport charges, surcharges, insurance costs, customs clearance costs and any other related charges (“Import Charges”) may apply to Your order and We may not always be able to communicate the applicable Import Charges fully to You prior to purchase. You agree that delivery costs associated with Your order may not include Import Charges and, subject to any different payment or delivery term agreed with Us in writing, You will be responsible to pay for such Import Charges.
9.13 Where We have Your Products ready for delivery, but You request that We delay delivery, We will charge You any costs incurred by Us in postponing or cancelling delivery with the carriers and any costs of storage of Your Products in Our warehouse. If You request that We delay delivery for over 1 week, We reserve the right to cancel Your order and You agree that You will fully indemnify Us against any cost, loss and damage suffered or incurred as a result of such cancellation. Without limitation of the foregoing, if You request that We delay delivery for more than 2 weeks, we may invoice You for the Products and transfer Your Products to a storage facility, whereupon all risk of loss shall be transferred to you.
10.1 Where You require specialist installation services, We can manage these for You.
10.2 All installation services are chargeable and these charges will be communicated and confirmed with You within the order process.
10.3 Installation of Products is carried out on Our behalf by Our approved installation partners.
10.4 We may recommend or require that We do a site survey prior to installation or larger item deliveries, to help prepare for the installation. If this is the case, We will contact You in advance to arrange this.
10.5 Within the installation, as required We will:
(a) Protect flooring and access routes with protective covering;
(b) Unpack Products;
(c) Assemble Products where this is required;
(d) Move Products into the position You want them;
(e) Remove all packaging and take this away with Us for recycling, unless You advise Us that You would like to retain the packaging, and understanding that any returns must be returned to Us in the original packaging; and
(f) Conduct quality checks of Products delivered and installed, reporting to You and making arrangements to resolve any issues such as damage, missing parts or wrong items.
10.6 Clippings does not install:
(b) any electrical fitting; or
(c) any Products that are wall or ceiling mounted.
10.7 If You have any installation requirements in relation to International Deliveries, please contact Us to discuss those.
10.8 We reserve the right to refuse to provide specialist installation services for any reason.10.9 You expressly acknowledge and agree that if You fail to notify to us in writing of any claim in relation to an installation carried out by Us within three (3) days following its completion, You will be deemed to have accepted the installation and You will waive the right to bring any action, regardless of form, against Us.
(a) Asking You for feedback within update communications sent to You; and
(b) Asking You for immediate feedback at delivery and installation; and
(c) Asking You by email or by phone after delivery and installation for Your summary views of the experience and if You would recommend Clippings to others.
12.1 Ownership of the Products will pass to You when We have received full payment of all sums due in respect of the Products, including delivery costs, taxes, duties and installation charges where applicable.
12.2 The Products will be Your responsibility and all risk in relation to them will pass to You from the time when the Products are delivered to You, or in the event You delay delivery, all risk will pass to You in accordance with Section 9.13 above.
13.1 We cannot accept any returns, refunds or exchanges unless the Product is damaged or faulty (see below at section 13.2).
13.2 If Your Product is damaged or faulty, You must contact Us within fourteen days of receipt by email to firstname.lastname@example.org or by telephone on +44 20 3808 9449. We deal with damaged or faulty items on a case-by-case basis and cannot guarantee that We will be able to repair or replace the Products and we will be able to refund Your order.
14.1 Nothing in these terms shall limit or exclude Our liability for:
(a) death or personal injury caused by Our negligence, or the negligence of Our employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 and by section 2 of the Supply of Goods and Services Act 1982; or
(d) any matter in respect of which it would be unlawful for Us to exclude or restrict liability.
14.2 Subject to section 14.1:
(a) except as expressly provided in these Terms and Conditions of Sale, We disclaim all other representations or warranties, express or implied, including, without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or non-infringement;
(b) We shall not be liable to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any indirect or consequential losses, or for any loss of profit, revenue, contracts, data, goodwill or other similar losses arising under or in connection with these Terms and Conditions of Sales and any order that you place with Us; and
(c) Our total liability to You for all other losses or damages arising under or in connection with these Terms and Conditions of Sales and any order that you place with Us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the charges paid by You to Us.
14.3 We will not be liable or responsible for any failure to perform, or delay in performance of, any of Our obligations under or in connection with these Terms and Conditions of Sales and any order that you place with Us that is caused by events outside Our reasonable control.
We will not be liable or responsible for any failure to perform, or delay in performance of, any of Our obligations under or in connection with these Terms and Conditions of Sales and any order that you place with Us that is caused by events outside Our reasonable control including acts of God, fire, flood, severe weather, epidemic, strikes, explosions, war (whether declared or not), acts of terrorism or acts of local or central Government or of any other competent authorities provided that:
(a) We will take reasonable steps to prevent or minimise the failure or delay;
(b) In the event of failure to perform, We will refund You all amounts paid under the affected order; and
(c) In the event of substantial delay, You may cancel Your order by notifying Us and We will refund You all amounts paid under such order.
If You have a dispute with Us relating any order, in the first instance please contact Us at email@example.com and attempt to resolve the dispute with Us informally. You can also write to Us at: Complaints Department, 407 Curtain House, 134-146 Curtain Road, London, EC2A 3AR, United Kingdom.
Any dispute or claim arising out of or in connection with these Terms and Conditions of Sales and any order that you place with Us or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and the courts of England shall have exclusive jurisdiction to settle any such dispute or claim.
18.1 We may transfer our agreement with You to someone else. We may transfer Our rights and obligations under these Terms and Conditions of Sales to another organisation without notice to You.
18.2 You may only transfer Your rights or Your obligations under Terms and Conditions of Sales and any order that you place with Us to another person if We agree to this in writing.
18.3 Nobody else has any rights under these Terms and Conditions of Sales. No other person shall have any rights to enforce any of its provisions. Neither of Us will need to get the agreement of any other person to terminate these Terms and Conditions of Sales or make any changes to such Terms.
18.4 If a court finds part of these Terms and Conditions of Sales illegal, the rest will continue in force. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
18.5 These Terms and Conditions of Sale, including where applicable any Special Terms, constitutes the entire agreement between You and Clippings and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between You and Clippings, whether written or oral, relating to its subject matter. You acknowledge that in entering into these Terms and Conditions of Sale, You do not rely on, and will have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms and Conditions of Sale.
20.1 We may modify or update these Terms and Conditions of Sales from time to time for reasons including:
(a) Changes in how Our business operates; or
(b) Changes in the legal or regulatory requirements that We must comply with.
20.2 However, any order of Products by You will be governed by the Terms and Conditions of Sales available on Our Website or in a quotation given to You by a member of sales department at the time You place the order.