Business customers only  |  28 September 2026

These terms govern the supply of goods and associated delivery or installation by Midlands Frames Limited to business customers. The order acknowledgement records the particular goods, specification, price and delivery arrangements.

Supplier details

Midlands Frames Limited is registered in England and Wales under company number 15917493. Registered office: C/O Sempar, Office 2.026, Innovation Centre 7, Keele University, Keele, Staffordshire ST5 5NU.

1  Parties and formation

1.1 These terms apply to sales of furniture, frames and related goods (Goods), and any agreed delivery or installation, by the company identified above (Supplier) to a customer purchasing wholly for business purposes (Customer). They do not apply to a consumer purchase.

1.2 A quotation is not an offer. The Customer’s order is an offer to buy on these terms. A contract arises when the Supplier sends a written order acknowledgement or dispatches the Goods, whichever occurs first. The acknowledgement records the agreed specification, quantity, price, delivery arrangements and any particular payment terms.

1.3 These terms prevail over terms proposed or printed by the Customer, including on a purchase order, unless the Supplier expressly accepts a specific variation in writing. An agreed order-specific specification or price prevails over an inconsistent general provision of these terms.

1.4 The Supplier may revise these terms for future orders. Each order is governed by the latest version sent to the Customer by email, including by a link to that version, before acceptance of the order. A later version does not alter an existing contract unless expressly agreed. An email communicating the current version need not list changes individually.

2  Specification and manufacture

2.1 The Goods shall substantially conform to the agreed specification. Photographs, samples and catalogues are illustrative unless expressly incorporated into it. Reasonable variations in natural materials, grain, shade and dimensions within agreed tolerances do not of themselves constitute a defect.

2.2 The Customer is responsible for checking and approving drawings, dimensions, material choices and other particulars it provides or approves. The Supplier remains responsible for its own measurement and manufacturing errors and for the exercise of reasonable care and skill in any agreed service.

2.3 Changes to specification, quantity or timing require written agreement, including any resulting adjustment to price or delivery. The Supplier may subcontract manufacture or delivery while remaining responsible for performance of the contract. Applicable product safety, fire safety and labelling requirements shall be observed.

3  Price and payment

3.1 Prices stated in a quotation or acknowledgement exclude VAT and separately stated delivery, installation or other charges unless expressly stated otherwise. VAT is payable against a valid VAT invoice.

3.2 Unless a different payment date is specifically agreed in writing for the particular Customer relationship or identified invoice, every invoice is payable in cleared funds within 30 calendar days of its date. Any agreed deposit or staged payment is credited against the price.

3.3 A written arrangement concerning payment timing varies the relevant due date only. It does not replace, waive or disapply any other provision of these terms. A course of dealing or acceptance of late payment does not amount to a variation.

3.4 The Customer shall pay undisputed sums without set-off or deduction except where required by law. It shall notify a genuine invoice dispute promptly, identifying the amount and grounds, and pay the undisputed balance when due. Interest and fixed recovery compensation on overdue qualifying sums are recoverable under the Late Payment of Commercial Debts (Interest) Act 1998. The Supplier may suspend further deliveries after reasonable written notice while a material undisputed sum remains overdue.

4  Delivery, risk and access

4.1 Delivery is to the place and on the basis stated in the order acknowledgement. Dates are estimates unless expressly agreed as binding. The Supplier shall use reasonable endeavours to meet them and notify the Customer of any material delay. Time for delivery is not of the essence unless expressly agreed in writing.

4.2 The Customer shall ensure safe access, suitable unloading facilities and an installation area appropriate for the Goods, and shall identify access restrictions in advance. It shall pay reasonable evidenced additional costs caused by materially inaccurate access information or failure to accept an agreed delivery, after notice and an opportunity to rearrange.

4.3 Risk passes on delivery at the agreed location, or when the Goods are collected by the Customer or its carrier if collection is agreed. Where the Customer fails to accept delivery when reasonably tendered, risk passes on that tender and the Supplier may store the Goods at the Customer’s reasonable cost. Title passes under clause 7.

4.4 The Supplier may make partial deliveries where reasonable. A defect in one instalment does not automatically entitle the Customer to cancel another. The Customer shall record visible transit damage or shortage promptly and give reasonably available evidence; failure to do so does not waive a claim for a defect which could not reasonably have been discovered then.

5  Cancellation and termination

5.1 The Customer has no contractual right to cancel an accepted order for convenience. A requested cancellation is effective only if the Supplier agrees in writing. The Customer shall then pay reasonable costs and losses directly caused by cancellation, including committed materials and work in progress, after credit for costs saved and reasonable mitigation; any balance of advance payment shall be returned.

5.2 Either party may terminate an affected order by written notice for a material breach which the other party fails to remedy within 14 days after receiving written notice specifying the breach, or immediately if the breach cannot be remedied. Accrued payment obligations and rights survive termination.

5.3 The Supplier may suspend performance for a material overdue undisputed payment in accordance with clause 3.4. Any right to suspend or terminate arising from the Customer’s insolvency is exercisable only to the extent permitted by applicable law, including section 233B of the Insolvency Act 1986.

6  Defects and remedies

6.1 For 12 months from delivery, the Supplier warrants that the Goods will substantially conform to the agreed specification and be free from material defects in materials and workmanship at delivery. The Customer must give written notice of an apparent defect within 10 business days of delivery and of a latent defect within a reasonable time after discovery, with reasonable particulars and an opportunity for inspection.

6.2 If a valid warranty claim is established, the Supplier may, within a reasonable time and at its expense, repair or replace the affected Goods or refund their price. This is the Customer’s contractual remedy for breach of the express warranty, without limiting a remedy which cannot lawfully be excluded or liability for a failure of a reasonable repair or replacement.

6.3 The warranty does not cover fair wear and tear, accidental damage, misuse, improper storage or installation by others, or a defect caused by a Customer specification, to the extent that cause is established. The Supplier is responsible for its own workmanship and for defects caused by an agreed installation service. Other implied terms concerning the Goods are excluded only insofar as permitted by law and reasonable under the Unfair Contract Terms Act 1977.

7  Title and resale

7.1 Title to the relevant Goods remains with the Supplier until it receives the full price for those Goods in cleared funds. Until then the Customer shall keep them identifiable, in good condition and insured for their replacement value, and shall not pledge or charge them.

7.2 The Customer may resell unpaid Goods in the ordinary course of its business before notice withdrawing that authority. Immediately before such resale, title passes to the Customer so that it may pass good title to its buyer. This clause creates no trust over resale proceeds.

7.3 On material non-payment, the Supplier may require the return of identifiable unpaid Goods and, with lawful consent or other legal authority, recover them. Recovery is subject to any rights lawfully acquired by a third party and does not affect a claim for unpaid sums.

8  Liability and force majeure

8.1 Nothing limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability which cannot lawfully be limited or excluded.

8.2 Subject to clause 8.1, the Supplier’s aggregate liability arising out of each order, whether in contract, tort or otherwise, shall not exceed the price payable for that order. Neither party shall be liable for indirect or consequential loss. The Supplier shall not be liable for loss of profit, anticipated savings or business opportunity. These limits apply only insofar as reasonable and enforceable under applicable law.

8.3 Neither party is liable for delay or failure caused by circumstances outside its reasonable control, except for payment already due. It shall notify the other promptly and take reasonable steps to mitigate. If the event substantially prevents performance for more than 60 days, either party may terminate the affected undelivered part by written notice, with an appropriate refund of advance payments for that part.

9  Designs and intellectual property

9.1 Intellectual property rights in designs, drawings, specifications, patterns, templates, prototypes, branding and other materials used or supplied in connection with the Goods remain vested in Blue Group Services Limited (Blue Group), from which the Supplier holds a licence, or the relevant third-party owner where applicable. Sale of the physical Goods transfers no intellectual property right.

9.2 The Customer may use and resell the Goods in the ordinary course of business. It shall not copy, manufacture from, disclose to another manufacturer for exploitation, or otherwise commercially exploit protected designs or technical materials without the rights owner’s prior written consent, save as permitted by law.

9.3 The Customer acknowledges the ownership asserted in clause 9.1 and will not challenge it merely by reason of purchasing or receiving Goods or materials. This does not prevent the Customer from asserting an independently held right, disputing an infringement allegation or exercising a right which cannot lawfully be restricted.

9.4 Customer-provided designs and material remain with their owner. The Customer grants the Supplier and, where relevant, Blue Group a non-exclusive licence to use them to perform the order, and warrants that it has the necessary rights. No assignment of intellectual property in Customer-provided materials arises without a separate signed written agreement.

10  General

10.1 Notices to the Supplier may be sent by post to its registered office stated above or by reply to its order email; notices to the Customer may be sent to the details in its order. A party must inform the other of a changed notice address. Email is received when it reaches the recipient’s system, absent a delivery failure notice.

10.2 A variation of these terms must be expressly agreed in writing by authorised representatives, except for an order-specific payment timing arrangement under clause 3.3. Blue Group may enforce clause 9 under the Contracts (Rights of Third Parties) Act 1999; otherwise no third party may enforce these terms. The parties may vary the contract without Blue Group’s consent but may not retrospectively extinguish its accrued right. No failure or delay in exercising a right waives it. If a provision is unenforceable, the remainder continues in effect.

10.3 The contract and non-contractual claims relating to it are governed by English law. The courts of England and Wales have exclusive jurisdiction.