Trade Terms and Conditions
JORO HOME LTD – TERMS & CONDITIONS OF SALE
1. DEFINITIONS
1.1. “Business Day” means a day when companies are open for business, excluding Saturdays, Sundays, and public holidays.
1.2. “Buyer” means any person, firm, or company purchasing Goods from JORO Home Ltd.
1.3. “Contract” means the legally binding agreement between JORO Home Ltd (“Seller”) and the Buyer incorporating these Terms & Conditions.
1.4. “Goods” means any products, materials, or services supplied by the Seller.
1.5. “Order” means any request submitted by the Buyer for the supply of Goods.
1.6. “Price List” means the Seller’s published pricing information in force at the time an Order is accepted.
1.7. “EEA” means the European Economic Area.
1.8. “Seller”, “we”, “us”, “our” means JORO Home Ltd, registered at 86–90 Paul Street, London, England, EC2A 4NE. Company Registration No: [INSERT]. VAT No: [INSERT]. Website: www.jorohome.com
1.9. “Specification” means the technical details or agreed characteristics of the Goods.
2. BASIS OF CONTRACT
2.1. The Buyer’s Order constitutes an offer to purchase Goods.
2.2. Acceptance occurs when the Seller confirms the Order or dispatches the Goods.
2.3. These Terms override any Buyer terms.
2.4. The Seller may adjust the Price List annually before acceptance.
2.5. The Seller may refuse or cancel Orders.
2.6. The Seller reserves the right to withdraw Goods, adjust credit, or close accounts.
3. SPECIFICATION
3.1. The Buyer must ensure Order accuracy.
3.2. Errors may be corrected without liability.
3.3. Specifications may be amended to comply with legal requirements.
4. AVAILABILITY & SUPPLY
4.1. Orders are subject to availability.
4.2. Delivery times are estimates only.
4.3. The Seller is not liable for delays, unless within their control.
4.4. Delivery will occur to the agreed address.
4.5. Charges apply if delivery is delayed due to external factors.
4.6. If the Buyer fails to accept delivery, risk passes and storage costs may apply.
4.7. Fabric orders will be supplied and invoiced in metres. Please note that pattern repeats and product widths are approximate and can vary -/+5% tolerance. Please allow for this when calculating your meterage as any additional fabric will be charged.
4.8 For products treated with Fire Retardant (FR) finishes, the Seller cannot accept responsibility for any alteration in the appearance, performance, or quality of the fabrics once they have undergone any form of treatment or processing after purchase, including flame-proofing or stain-repellent applications.
4.9 Fabrics may shrink by approximately 3–5% following such treatments. Please ensure these factors are considered when measuring and placing orders.
PRICE
5.1. Prices follow quotations or the current Price List.
5.2. Quotations are valid for 30 days.
5.3. Prices exclude VAT, delivery, duties, and packaging.
5.4. Price Lists may change and doesn’t require any prior notice given to the Buyer.
5.5. Prices may vary due to additional work, delays, specification changes, or economic shifts.
5.6. The Seller may pursue payment for delivered Goods even if title has not passed.
6. PAYMENT TERMS
6.1. Payment is required when placing an Order unless a Credit Account is approved.
6.2. Credit Accounts are discretionary.
6.3. Credit invoices must be paid by their due date.
6.4. The Seller may issue invoices at any time.
6.5. Payments must be made by bank transfer.
6.6. Late payments accrue interest at 4% above Revolut Bank base rate or under the Late Payment Act.
6.7. Deliveries may be suspended for payment concerns.
6.8. Defaults allow the Seller to cancel orders and demand full settlement.
6.9. Insolvency events entitle immediate termination.
7. RESALE & BRAND PROTECTION
7.1. Export outside the EEA requires written consent.
7.2. Proof of export must be provided when requested.
7.3. Export permissions apply only to approved territories.
7.4. Online or mail-order selling requires written approval.
7.5. Online approval criteria include a suitable showroom, correct branding, legal compliance, and secure payment processing.
7.6. Use of copyrighted images requires a licence from the Seller.
7.7. Designs remain the Seller’s intellectual property.
7.8. Mass commercial reselling is prohibited.
7.9 The brand must be promoted in line with the Seller’s corporate guidelines. This includes the correct use of the Seller’s logos.
8. FORCE MAJEURE
The Seller is not liable for delays caused by events beyond its control.
9. QUALITY, SUITABILITY & REPRESENTATION
9.1. Goods conform to their Specification at delivery.
9.2. Images are used for illustrative purposes, the seller has made every effort to display the colors accurately.
9.3. Technical guidance is not guaranteed.
9.4. Installation must be performed by competent professionals.
9.5. Weights and dimensions are approximate.
10. LIABILITY
10.1. Liability is limited to replacement, repair, or refund.
10.2 The Seller shall not be liable for defects in goods caused by fair wear and tear, abnormal conditions of storage or use, or the application of any treatment process. Nor of any act of neglect by the customer or any third party.
11.3 In the event of The Seller being unable to supply goods subsequent to receiving an order from The Buyer, The Seller shall not be held liable for any incidentals or consequential loss by any means arising.
11. OWNERSHIP & RISK
11.1. Title passes only after full payment.
11.2. Risk passes upon delivery.
12. DAMAGE, LOSS & RETURNS
12.1. Fabric is a non-returnable item, unless the fabric is faulty which must be agreed between the Seller and the Buyer.
12.2. Goods must be inspected by the Buyer before alteration.
12.3. Damage or shortages must be reported within 7 days.
12.4. Faulty Returns require written authorisation and images to show proof of the fault.
12.5. Faulty Goods or Goods sent in error will be credited in full if returned within 30 days of invoice.
12.6. Credits can only be given when returned Goods have been agreed and delivered to our warehouse within 14 days of receipt of the authorised returns paperwork.
12.7. All returns must be returned in their original packaging as damaged returns will not be accepted for credit.
12.8. FR treated Goods cannot be returned.
13. AFTER-MARKET PROCESSING
13.1. No liability for Goods that have been altered.
13.2. Work must stop if defects are detected.
13.3. The Seller is not bound by Buyer settlements with third parties.
14. CONFIDENTIALITY
14.1. Buyer must keep Seller information confidential for 5 years after termination.
14.2. Disclosure is allowed only to necessary employees or when required by law.
14.3. Information must not be misused.
15. SHOWROOMS & TRADE ACCOUNTS
15.1. Showrooms must reflect brand quality and positioning.
15.2. The Buyer will have representation of the Sellers brand, via sampling, displays or pattern books.
15.3. Relocation requires approval.
16. DATA PROTECTION
16.1. Parties comply with UK GDPR.
16.2. Buyer is the Data Controller; Seller is the Data Processor.
16.3. Seller will process data only on instructions and maintain security.
17. GENERAL
17.1. Obligations may be fulfilled through group companies.
17.2. Assignment requires consent.
17.3. Waivers do not apply to future breaches.
17.4. Invalid terms are severed.
17.5. No third-party rights.
17.6. English law governs; English courts have jurisdiction.