Terms and Conditions

Serene Furnishings Limited Trading Terms & Conditions

General

1) These terms and conditions form the basis of the contract between Serene Furnishings Ltd (hereinafter referred to as “Serene Furnishings” or the “Company”) and its customers.

2) In these terms and conditions the following expressions shall have the following meanings unless the context otherwise requires: Contract an agreement for the purchase of Goods by the Customer from Serene Furnishings; Customer any person(s), firm or company that purchases Goods from Serene Furnishings, which definition includes retailers but excludes consumers; Goods any items which Serene Furnishings supplies to the Customer under any Contract. Serene Driver the driver engaged or employed by Serene Furnishing for deliveries using the Standard Delivery Service.

3) This version of our terms and conditions replaces all previous versions which are hereby withdrawn.

4) All Contracts will be under these terms and conditions to the exclusion of all other terms (including any terms the Customer purports to apply under any purchase order, confirmation of order, specification or other document) and these terms and conditions supersede and take precedence over any informal or verbal arrangements with Customers that may have existed previously.

5) The placing of any order following notification or display of these terms and conditions will be construed as acceptance of them in their entirety.

6) By accepting these terms and conditions you warrant you are not purchasing Goods as a consumer.

7) All descriptions, specifications, drawings and particulars of weights, dimensions and materials have been given by way of identification only and the use of such information shall not constitute a sale by description.

8) Employees and agents of Serene Furnishings Ltd have no authority to make any representation, statement or report not contained in or incorporated into the quotation by Serene Furnishings Ltd and the Company shall not be bound by any such unauthorised representation, statement or report.

9) If Serene Furnishings Ltd adopts any changes in the construction, design or specification of its products the Customer shall accept the products so changed in fulfilment of the order

10) Serene Furnishings goods are designed and supplied for domestic use only. Serene Furnishings Ltd accept no responsibility for any commercial or contract use of goods supplied and no guarantee or warranty will be given on any such items.

Account Opening

To open an account with Serene Furnishings all Customers must provide:

• A completed, signed account application form agreeing to comply with Serene Furnishings’ terms and conditions

• Two nominated trade references

• Permission to carry out credit reference checks before credit terms can be offered

In addition to the above, in order to comply with money laundering regulations, Sole Traders and Partnerships must also provide:

• One form of photographic identification (passport or driving licence)

• Two utility bills showing proof of address and dated within the last three months

Delivery Methods

Serene Furnishings Ltd supply Goods to Customers via several delivery methods:

Standard Delivery Collections

Next Day Delivery

The terms and conditions specific to each mode of delivery are set out below:

Standard Delivery

1) In order for Goods to be delivered by standard delivery, Customers must ensure that orders meet the necessary Minimum Order Value (MOV) – as notified at the time of account opening or subsequent account review.

2) Delivery lead time is 7-10 working days, from receipt of an order that meets MOV. Customers will be informed of an approximate delivery date upon ordering Goods and a secure delivery date when the availability of Goods is confirmed.

3) Deliveries can only be made directly to a Customer. Serene Furnishings will not deliver to any consumer or end user of the Customer’s.

4) Please note that Goods will not be left without the receipt of a signed delivery note. This document is legally binding and, once completed, will be used as proof of delivery for the issuing of an invoice that is payable with the agreed payment terms.

5) All documentation (Delivery notes, Return notes) must be signed by an authorised member of the Customer’s staff and the Serene Driver delivering the order (wherever applicable). In the event of a shortfall in the Goods delivered against the quantity ordered, the actual quantity delivered shall be recorded.

6) It is the Serene Driver’s responsibility to unload Goods from the back of the vehicle to a location in the immediate proximity of the vehicle; Serene Drivers may help move Goods to a location not in the immediate proximity of the vehicle as a point of courtesy but Serene Furnishings will accept no responsibility for any damage that may occur during any such activity.

7) If payment is due on delivery we reserve the right to return Goods to Serene Furnishings’ warehouse at our discretion if payment is not made forthwith.

8) Delivery charges are included in the price except where otherwise stated.

9) In the event of a failed delivery we will endeavour to re- schedule your delivery to the next allocated delivery date to your delivery zone.

10) Customers not present for a scheduled delivery and who have not provided the minimum 24 hours notice of cancellation, will be charged a standard levy fee (currently £50 but subject to change with 30 days’ notice) to recover transport and administration costs.

11) In the event of any delivery discrepancies, shortages, manufacturing defects, incorrect products or wrong components (e.g. wrong colour headboard) being supplied the customer must provide written notification to Serene Furnishings within three working days by email to service@serenefurnishings.co.uk or fax to 0121 505 4516 to arrange delivery of any substitute or replacement products required for the next available delivery date.

12) Customers should return the incorrect items but retain other Goods. Customers must not return the full Goods delivered as this will result in delays and may incur transport and administration charges.

13) Please note any Goods that you may wish to return to Serene Furnishings on the day of your scheduled delivery date must first be scheduled and approved by Serene Furnishings’ Customer Service Team before they can be collected by a Serene Driver.

14) Goods must be adequately packed in original packaging, clearly marked with an allocated returns label that will be sent to you via email or fax within 24 hours of booking your return with the Customer Service Team. The returns form sent by Customer Services should be completed and returned and the relevant returns label securely attached to the packaging.

15) Failure to provide Goods adequately packed with a returns label and completed returns form may result in the delay of any credit notes due being allocated to your account.

16) We will attempt to collect an item to be returned to us on a maximum of 3 occasions. If collection has still not been made after 3 attempts any associated invoices will become payable in line with the payment terms.

17) If a customer has missed three assigned collection dates for a return with a Serene Driver, the customer is welcome to return the Goods at their own cost subject to compliance with Serene Furnishings return policy and the Goods being returned within 28 days of purchase.

Next Day Delivery (NDD)

1) Customers will only be eligible for Next Day Delivery of Goods ordered if they achieve the minimum NDD sales threshold notified to them at the time of account opening or subsequent account review. The value of any Standard Delivery or Collection does not count towards this threshold and any Goods returned will be excluded.

2) Customer Accounts will be monitored and failure to meet the minimum NDD monthly sales target may result in the customers Next Day Delivery service being withdrawn without notice.

3) Serene Furnishings treats NDD Customers as collection Customers. Please note that responsibility for any Goods purchased and despatched via the Customers chosen courier immediately passes to the customer once Goods have left Serene Furnishings’ distribution centre.

4) In particular, Serene Furnishings accept no liability for any damage to Goods that may occur in transit or any failed/late delivery once the Customers chosen courier has signed for and collected the Goods from Serene Furnishings on the Customers behalf.

5) Any issues with delivery or damage to Goods in transit must be resolved with the Customers selected courier company directly.

6) Serene Furnishings will always endeavour to co-operate with courier companies on the collection of Goods. However, Serene Furnishings will accept no liability for any failure on the part of the Customers chosen courier, including their failure to collect Goods made available for collection. It is the Customer’s responsibility to check, and the courier company’s responsibility to ensure, that an appropriate vehicle with sufficient capacity collects from the Serene Furnishings’ distribution centre within the expected time slot.

7) To confirm the despatch of Goods from Serene Furnishings’ distribution centre all courier drivers will sign either a copy of the NDD courier manifest or a Serene collection note to confirm receipt of Goods purchased on the Customer’s behalf. This signed manifest or collection note will be considered proof of collection of Goods and will result in an invoice being generated for the amount payable.

8) In the unlikely event of non-delivery of Goods by the courier, Serene Furnishings will use our internal warehouse picking sheet, stock allocation report and signed courier manifest or Serene collection note to confirm the despatch of Goods from Serene Furnishings’ distribution centre. Any such documentary evidence shall take precedence over the courier website delivery status.

9) Any Goods lost by the Customers designated courier or damaged in transit will remain fully chargeable and will still be invoiced to the Customer subject to the normal payment terms.

10) In the event of any delivery discrepancies, shortages, manufacturing defects, incorrect products or wrong components (e.g. wrong colour headboard) being supplied the customer must provide written notification to Serene Furnishings within five working days by email to service@serenefurnishings.co.uk or fax to 0121 505 4516. Failure to provide this notification will mean that Goods remain fully chargeable and will still be invoiced to the Customer subject to the normal payment terms.

11) In the event of a processing error which has resulted in the wrong Goods being despatched to the Customer, Serene Furnishings will, at our discretion, arrange the re-delivery of the correct Goods with our assigned courier at our expense.

12) We will also decide, at our discretion, if incorrectly shipped Goods need to be returned to us in which event we will cover the costs incurred in any such return. Payment of the carriage charge will only be made once we have received the Goods in question. We will not reimburse any other costs (including administration or processing costs), charges or losses.

13) If Goods need to be returned for any other reason (including damage in transit or any perceived manufacturing defect) it will be the Customer’s responsibility to pay any associated carriage charges.

14) All Goods will remain at the Customer’s risk until receipt of the Goods by Serene Furnishings. Please note that it is the Customer’s responsibility to ensure that any returned Goods are adequately packaged in order to avoid any possible damage in transit. The returns form sent by Customer Services should be completed and submitted to confirm date and details of the return.

15) If the physical return of an item is not required it will become the responsibility of the Customer to dispose of these Goods in a responsible fashion.

16) Provision of a NDD service to Customers is subject to completion and acceptance of the Serene Furnishings NDD application form.

Returns

1) All Goods to be processed for a return must be returned within 28 days of purchase. Failure to do so will result in the associated invoice becoming payable subject to the agreed payment terms.

2) Credits on returns will only be processed upon receipt and inspection of returned items.

3) Any credit notes due to any Customer account will be allocated within 14 days of returned items being received in our warehouse or our acknowledgement that a credit note is warranted.

4) Where credit notes are raised, for whatever reason, these will only be for the amount invoiced. Under no circumstances will the value of credit notes be increased to cover administration or other direct or indirect costs.

5) Under no circumstances will any debit note raised by the Customer be accepted by Serene Furnishings, a credit note request should be made instead.

Cancellation of Scheduled Deliveries

1) A minimum 24 hours notice is required in order for a scheduled delivery to be cancelled or rescheduled. Failure to provide adequate notice will result in an administration charge (currently £50 but subject to change with 30 days’ notice) being applied to the Customer’s account.

2) Cancellation of NDD orders must be made before 14.00 on the scheduled day of dispatch. Failure to provide adequate notice will result in an administration charge (currently £50 but subject to change with 30 days’ notice) being applied to the Customer’s account.

3) Cancellations will only become effective once acknowledged by Serene Furnishings via fax or email.

Guarantee & Warranty

1) Goods are guaranteed for a period of 12 months from date of purchase.

2) Date of purchase is deemed to be the date the Goods are delivered to the Customer or such address the Customer requests from time to time.

3) Serene Furnishings may, at their sole discretion, extend the warranty to begin on the date of purchase by the consumer or end user of the Customer providing this is no more than 3 months after delivery of Goods to the retailer.

Service Requests

1) All service requests must be made in writing by fax or email.

Where a verbal request is made this will not be processed until written confirmation is received.

2) Service requests will be processed within 24 hours subject to sufficient information being provided to process the request. Wherever possible photographic images of the defects should be supplied in order to ascertain the nature of the fault. Multiple images from different angles are the most helpful in this regard.

3) Failure to provide the relevant information and images may result in the processing of your service request being delayed.

4) The following information must be provided in writing for any service request:

• Customer number

• Invoice Number or Sales Order No

• Date of Purchase

• Customer Order Reference

• Nature of the fault/defect

• The product code from each box supplied

• The PO number from each box supplied

• Where individual parts are damaged or missing these should be identified from the Assembly Instructions and the exact description from the instructions provided.

• In the case of Next Day Delivery Customers the name of the courier should be supplied.

Spare Parts

1) When ordering spare parts via a service request, it is at the Company’s complete discretion whether the parts ordered are sent out via our delivery vehicle, courier or royal mail postal services.

2) Delivery will be to the default delivery address on our system and delivery to any alternative address will only be considered at the discretion of Serene Furnishings Ltd.

Payment

1) Subject to Condition 4 (below), payment for Goods is due in pounds sterling (unless otherwise stated or agreed in writing by Serene Furnishings Ltd) in accordance with the terms assigned at the time your account with the Company was opened (“payment terms”).

2) All payment terms must be adhered to. Failure to do so may result in your account being suspended and your scheduled delivery dates being put on hold until any outstanding payments are received and your account is in compliance with the agreed payment terms.

3) Please note that customers are not permitted to withhold payment of an entire invoice when disputing individual items on that or any other invoice. In such cases the item(s) not in dispute must be paid for within the agreed payment terms. Again failure to do so will result in your account being suspended and your scheduled delivery dates being put on hold.

4) Under no circumstances can payment of valid invoices which are not in dispute be withheld or delayed as a result of a query or dispute relating to another invoice.

5) Payment must be made within agreed individual account terms, from the time Goods are delivered or deemed to be delivered, to a bank account nominated in writing by the Company.

6) Prompt payment shall be of the essence.

7) No discounts will be applicable against the standard Serene Price list unless previously agreed in writing.

8) Any price discrepancy must be queried with the accounts department in writing (by email to accounts@serenefurnishings.co.uk or fax to 0121 505 4516) within 5 working days of receipt of the disputed invoice. Failure to do so will result in all amounts quoted on the invoice becoming payable.

9) No payment shall be deemed to have been received in respect of any Goods until the Company has received cleared funds.

10) All payments payable to Serene Furnishings Ltd under any Contract shall become due immediately on its termination.

11) Serene Furnishings Ltd may revise its payment (or credit) terms from time to time without recourse to the Customer if, at any time, the Customer’s credit status changes or the Company has reasonable grounds to believe such a change is likely.

12) The Customer shall make all payments due under the Contract in full without any deduction whether by way of set- off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Customer.

13) If the Customer fails to pay Serene Furnishings any sum due pursuant to these terms and conditions and under any Contract then: the Customer shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 3% above the base lending rate from time to time of HSBC Bank plc., accruing on a daily basis until payment is made, whether before or after any judgment. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

14) Any cheques issued in payment of an invoice that are returned by the bank for whatever reason will incur an administration charge (currently £10 but subject to change without notice). Orders may then be placed on hold until full payment of any outstanding balance including administration charges is received.

15) Payments by Credit Card will incur a surcharge (currently 2% but subject to change without prior notice) to cover bank processing costs; payments by Debit Card do not currently incur any additional charge (but this is subject to change without prior notice).

16) In the event of any refund or credit payment associated with a Credit or Debit Card purchase the credit will be payable directly to the destination bank account and will not be made via the card payment processing system.

Title and Risk

1) The risk in the Goods shall pass to the Customer on completion of delivery, except where the Customer has opted for NDD or collections when risk in the Goods will pass immediately once the Goods have left Serene Furnishings’ distribution centre.

2) Title to the Goods shall not pass to the Customer until the Serene Furnishings has received payment in full (in cash or cleared funds) for:

• the Goods; and

• any other goods or services that Serene Furnishings has supplied to the Customer in respect of which payment has become due.

3) Until title to the Goods has passed to the Customer, the Customer shall:

• hold the Goods on a fiduciary basis as Serene Furnishings’ bailee;

• store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Serene Furnishings’ property;

• not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

• maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

• notify Serene Furnishings immediately if it becomes subject to an Event of Default (as detailed in the Termination section below); and

• give Serene Furnishings such information relating to the Goods as the Supplier may require from time to time, but the Customer may resell or use the Goods in the ordinary course of its business.

4) If before title to the Goods passes to the Customer the Customer becomes subject to an Event of Default, or Serene Furnishings reasonably believes that an Event of Default is likely to occur and notifies the Customer accordingly, then, provided that the Goods have not been resold, and without limiting any other right or remedy Serene Furnishings may have, we may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

Termination

1) If the Customer becomes subject to any of the events listed in condition 2 below (“Event of Default), or Serene Furnishings reasonably believes that the Customer is about to become subject to any of them and notifies the Customer accordingly, then, without limiting any other right or remedy available to Serene Furnishings, Serene Furnishings may cancel or suspend all further deliveries under the Contract or under any other contract between the Customer and Serene Furnishings, without incurring any liability to the Customer, and all outstanding sums in respect of Goods delivered to the Customer shall become immediately due.

2) For the purposes of these terms and conditions, an Event of Default occurs where:

• the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;

• the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Customer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;

• (being a company) 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 the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;

• (being an individual) the Customer is the subject of a bankruptcy petition or order;

• a creditor or encumbrancer of the Customer 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 its assets and such attachment or process is not discharged within 14 days;

• (being a company) 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 the Customer;

• (being a company) a floating charge holder over the Customer's assets has become entitled to appoint or has appointed an administrative receiver;

• a person becomes entitled to appoint a receiver over the Customer's assets or a receiver is appointed over the Customer's assets;

• any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned above;

• the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially the whole of its business;

• the Customer's financial position deteriorates to such an extent that in the Company's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and

• (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.

3) Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination.

4) Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

Limitation of Liability

1) Serene Furnishings shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any Contract

2) Our total liability to the Customer in respect of all other losses arising under or in connection with a Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods to which the loss relates.

3) Nothing in these terms and conditions shall limit or exclude the Company's liability for:

• death or personal injury caused by its negligence, the negligence of its employees, agents or subcontractors (as applicable);

• fraud or fraudulent misrepresentation.

Force Majeure

Serene Furnishings shall not be liable for any failure or delay in performing our obligations under any Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond our reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

Governing Law and Jurisdiction

1) These terms and conditions, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law.

2) The parties irrevocably submit to the exclusive jurisdiction of the courts of England.

Serene Furnishings Ltd is a company registered in England & Wales. Company Registration Number 05022007. Registered Office: Unit 1a | The Hill Top Estate | Shaw Street | West Bromwich | West Midlands | B70 0TX | United Kingdom

Ver. 04/2013