Terms of service

Boda T’s and C’s.

Trade Accounts
To open a trade account with Boda Limited, potential buyers must provide proof of
business trading (e.g., VAT certificate, Company Registration number, business
invoice) and complete a trade application available on the Seller’s website. Boda
Limited reserves the right to decline applications, cancel trade accounts without
notice, and adjust prices at any time.

Purchase of Products
The entire agreement between the Buyer and Seller for the sale of Goods includes
these Terms, the Order, and the price list. Buyers must ensure all details are
accurate before committing to the contract and report any errors within three working days. Any changes to the Goods’ specifications or Terms must be documented in writing by authorised employees. The Order is an offer to enter a binding contract, which becomes effective upon written acceptance or notification that the Goods are ready. Quotations are valid for 28 days unless withdrawn. Orders can be amended or cancelled within 7 days, with potential cancellation fees. Stock is allocated upon order receipt, and out-of-stock items are allocated against expected deliveries. Terms may be revised to reflect market conditions, technology, payment methods, laws, and system capabilities, applying to current and future orders unless otherwise required by law. Upon placing an order, you will receive an order number to use in all related correspondence. You can amend or cancel the order within 7 days by written notice, incurring costs for any work already done, including a £40 cancellation fee if the order is picked and packed, or £40 plus £25 per pallet if dispatched but not received. In-stock items are allocated upon order receipt, while out-of-stock items are allocated against expected deliveries. Terms may be revised to reflect market changes, technology, payment methods, laws, and system capabilities, applying to current and future orders unless otherwise required by law. By ordering, you confirm you are over 18 and legally able to contract. The contract excludes any other terms the Buyer may impose and is formed when the Seller accepts the order. The contract is the entire agreement, and any samples or advertising are for illustrative purposes only. 

Payment for trade accounts is due within 30 days from the end of the month of dispatch, unless otherwise agreed in writing. The Seller may demand full or partial payment before proceeding with an order and can suspend work, delay delivery, or cancel contracts if the Buyer defaults on payment, retaining any payments already received.

Payment Terms for all ‘buyers. Overdue payments will accrue interest at a rate of 2% compounded monthly from the due date until paid. The Buyer is also responsible for all legal, professional fees, and third-party collection costs incurred in recovering overdue debts.

Product Design and Characteristics
Our products are designed to be unique, often featuring variations due to their hand-made or hand-finished nature, which are not faults but intentional characteristics. Goods are described in our catalogues, website, or by our representatives and are warranted to be of satisfactory quality, fit for purpose, free from material defects, and compliant with UK regulations. This warranty is additional to your legal rights. It does not cover defects from fair wear and tear, misuse, or unauthorised alterations. We ensure proper packaging and delivery in good condition, and our goods are intended for domestic use unless stated otherwise.

Warranty
The Seller will repair or replace defective products within twelve months of dispatch if the Buyer notifies the Seller in writing and returns the products at their own risk.
Failure to claim under this warranty constitutes acceptance of the products. The
Buyer cannot claim for work done, transport costs, or other expenses related to
defective products, nor use defects as grounds to cancel contracts or withhold
payments. In case of price or description errors, the Seller will notify the Buyer to
either proceed with a revised order or cancel it for a full refund. The Buyer
acknowledges not relying on the Seller’s skill or judgment regarding the Goods. The
Seller may alter product designs and specifications without prior notice.

Payments
Buyers must pay pro-forma via debit/credit card, bank transfer, or electronic payment unless otherwise agreed with the Seller. If payment is not made before the delivery vehicle is en route, the Goods will not be delivered, and an aborted delivery charge of 20% of the total order value will be applied. All orders require pre-payment in full prior to dispatch unless otherwise agreed. The price of the Goods is as stated in the Order or Seller’s written acceptance and includes VAT. Buyers must pay all amounts due without deduction or withholding, except as required by law, and cannot assert any credit, set-off, or counterclaim against the Seller. Deposits for large orders may be non-refundable if cancelled late. The Seller reserves the right to change prices at any time but will honour the original purchase price. Pricing errors will be corrected at dispatch, charging the lower price if it is less or contacting the Buyer if higher. Major credit and debit cards are accepted, except American Express.

Deliveries

Delivery is completed upon unloading at the specified location. There is no minimum
order value, and delivery costs are calculated at checkout. The Buyer’s premises
must have good road access for a 45’ articulated vehicle, and drivers may need
assistance with unloading. The Seller’s insurance covers delivery to the Buyer’s door only, and the Seller is not liable for any damage caused by drivers inside the Buyer’s premises. If the Buyer fails to unload within 1 hour of arrival, additional costs will be incurred. The Seller’s vehicles operate a multi-drop system, so exact delivery times cannot be guaranteed, but updates will be provided. Delivery times are estimates, and the Seller is not liable for any delays.

Returns, Damages and Discrepancies
The Buyer must inspect the Goods immediately upon receipt and report any defects,
including pictures, within 2 working days via the Seller’s website returns form. Failure to do so will be deemed acceptance of the Goods as per the Contract. The original packaging must be kept intact to prevent damage on return, and returns without original packaging will not be accepted. Returns require the Seller’s prior consent and a reference number; claims via email or phone are not entertained. If a claim is accepted, the Seller will arrange collection and, upon confirming the defect, will either issue a credit note, discount, replace (for items over £20), or repair the Goods. Returns must include the returns note and be collected from the original delivery address. The Seller is not responsible for damage by third-party carriers. All delivery notes must be signed by the Buyer and driver, noting any discrepancies. Returned Goods undergo Quality Control inspection, and refunds are at the Seller’s discretion, issued as a Credit Note.

Cancellations
Contracts cannot be cancelled without the Seller’s written consent. If cancellation is
accepted, the Seller is entitled to reimbursement for any incurred costs. Orders must be cancelled in writing via email before dispatch; otherwise, full delivery and return costs will apply. The Buyer will be charged a minimum of £20.00 or 20% for items returned to stock, and no exchanges are accepted beyond 30 days from payment. The Seller may terminate the Contract if unable to fulfil the Order, with liability limited to refunding any payments made by the Buyer.

Product Marketing
The Seller ensures that companies or individuals representing its high-quality
products maintain the highest standards, reflecting the premium nature of the goods. Prospective partners are selected based on their ability to meet these quality criteria and the Seller’s Prospective Customer Guidelines. All Boda Limited partner account holders must display their contact phone number and full postal address on their website. Commercial buyers and partners can promote either Boda Limited’s identity or their own brand to customers, but Boda Limited trademarks and imagery must not be used in a way that confuses the identity of the website.

Photography
Permissions granted are strictly for approved Boda Affiliates and Influencers.
Content and images provided by the Seller can be used on the Buyer’s website or
through provided feeds, with the following conditions: If the Buyer ceases to trade or their account is suspended, they must remove the images immediately. The Seller
reserves the right to remove content or withdraw consent for its use. The Buyer must keep product information accurate and up to date. Promotion of the aspirational lifestyle is encouraged, but must not bring the Seller into disrepute. Publicly posted images of the Seller’s products grant the Seller rights to use them for promotional purposes. Without written permission from a Director, the Buyer cannot use the Seller’s products to manufacture or source equivalent products, and doing so will result in account cancellation and liability for any losses. The Seller owns the copyright to all product images and style impressions, which may be used in marketing literature with prior consent. Any such imagery must be removed within a month of account termination. The Buyer may use Boda Limited Furniture Range
names or product codes in marketing material but must not promote the Seller’s
products in a way that damages the Seller’s image. Approval to carry the Seller’s
products does not extend to the Buyer’s digital or mobile environment without
separate assessment. Any actions negatively impacting the Seller’s reputation may
result in account termination.

Ownership and Resale Terms:
Products remain the Seller’s property until the Buyer has paid in full, including any
other amounts owed. The Buyer may sell the products while not insolvent, but
proceeds from such sales belong to the Seller until full payment is made. These
proceeds must be held in a separate account. The Buyer must assign rights to
unpaid resale proceeds to the Seller if required. Until delivery, the Buyer must store
the products clearly identified as the Seller’s property and take proper care of them.
If the Buyer fails to pay or becomes insolvent, the Seller may enter the Buyer’s
premises to remove the products, with the Buyer granting access for this purpose.

Insolvency and Contract Termination:
The Buyer warrants that they are not insolvent at the time of entering into this
agreement and are unaware of any circumstances that would allow a creditor to
appoint a receiver or administrator, or to petition for winding-up or bankruptcy. If the
Buyer becomes insolvent or takes steps towards insolvency, such as suspending
debt payments, negotiating with creditors, or any equivalent events in any jurisdiction, the Seller may cancel or suspend all further deliveries without liability, and all outstanding sums for delivered goods will become immediately due. 

The Seller may enter the Buyer’s premises to recover goods if necessary. Relevant
insolvency events include the Buyer being unable to pay debts, entering negotiations with creditors, having a bankruptcy petition filed, suspending or ceasing business operations, financial deterioration jeopardising contract obligations, or the Buyer’s death or incapacity. Termination of the Contract does not affect accrued rights and remedies, and clauses that survive termination will remain in effect.

Liability and Exclusions:
The Seller’s liability is not limited or excluded for death or personal injury caused by
its negligence, fraud or fraudulent misrepresentation, or any matter where exclusion
would be unlawful. Beyond these, the Seller is not liable for any loss of profit or
indirect/consequential loss, and its total liability for other losses is capped at 100% of the Goods’ price. All other implied warranties, conditions, and terms are excluded to the fullest extent permitted by law.

Terms and Conditions:
Unless otherwise agreed in writing, these conditions override any earlier terms and
conditions and any stipulated by the Buyer. All guarantees, warranties, or conditions,
whether express or implied, are excluded unless prohibited by law. Drawings, photographs, and specifications provided by the Seller are believed to be accurate but are not guaranteed. The Seller’s employees cannot make binding representations outside the quotation. Changes in product design or specifications must be accepted by the Buyer. Goods are intended for domestic use unless stated otherwise, and the Seller is not responsible for commercial use. Prices are based on these conditions, and different pricing bases must be requested. These terms apply only to direct purchasers, not through agents or distributors. Third parties have no rights under the Contract.

Force Majeure Clause:
We are not liable for any failure or delay in performing our obligations due to events
beyond our reasonable control (Force Majeure Event). Such events include, but are
not limited to, strikes, civil commotion, terrorist attacks, war, natural disasters, and
the impossibility of using transport or telecommunications networks. Our obligations
are suspended for the duration of the Force Majeure Event, and we will take
reasonable steps to mitigate its impact and resume performance as soon as
possible.

Notice Requirements:
All notices to us must be sent by recorded delivery to Boda Limited, (contact via website for returns address), and emailed to info@boda.com. We may send notices to you at the email or postal address provided in your order. Notices are deemed
received one working day after an email is sent or three working days after posting a
letter. Proof of service requires showing the letter was properly addressed, stamped, and posted, or the email was sent to the specified address.

Severability Clause:
If any provision of the Contract is found to be invalid, illegal, or unenforceable by a
court or competent authority, that provision will be deemed deleted to the extent
necessary, without affecting the validity and enforceability of the remaining
provisions. If modifying the invalid provision can make it valid, enforceable, and
legal, it will apply with the minimum modification required.

Waiver Clause:
A waiver of any right or remedy under the Contract is only effective if given in writing and does not constitute a waiver of any subsequent breach or default. Failure or delay by a party to exercise any right or remedy does not waive that or any other
right or remedy, nor does it preclude further exercise of any right or remedy. A single or partial exercise of any right or remedy does not restrict further exercise of any right or remedy.

Assignment and Transfer of Rights:
The Seller may assign, transfer, charge, subcontract, or deal with its rights and
obligations under the Contract at any time. The Buyer may not transfer any rights or
obligations without the Seller’s prior written consent. The Seller’s transfer of rights
and obligations to another organisation will not affect the Buyer’s rights under these
Terms.

Governing Law and Jurisdiction:
The Contract, including any disputes or claims related to its subject matter or
formation (whether contractual or non-contractual), is governed by English law. The
parties irrevocably submit to the exclusive jurisdiction of the courts of England and
Wales.