Trade and Commercial Terms

1. Scope and status of the parties

These Trade and Commercial Terms apply where Furnible Limited accepts an order primarily for business, trade, project, resale, hospitality, rental, staging, office, development or other non-domestic purposes. They supplement the Furnible Terms of Service, Shipping Policy, Refund and Returns Policy and the accepted quotation or invoice.

The customer acts as an independent business and not as Furnible’s agent, employee, franchisee or exclusive distributor unless a separate signed agreement expressly states otherwise. No party may make commitments on behalf of the other.

Mandatory protections: Nothing in these Terms excludes a guarantee, unfair-contract-term protection, small-business protection or other right that cannot lawfully be excluded. If a commercial order also qualifies for mandatory consumer protection, that protection prevails over an inconsistent clause.

2. Order documents and priority

The contract consists of the accepted quotation, invoice, approved product schedule, drawings and samples, these Trade and Commercial Terms, the general Terms of Service and incorporated policies. If documents conflict, the more specific and later signed or accepted order document prevails, followed by these Trade and Commercial Terms and then the general policies, unless the order document states another priority.

A customer purchase order does not replace or amend Furnible terms unless Furnible expressly accepts the change in writing. Administrative references in a purchase order can be used without accepting unrelated standard terms printed or linked on it.

3. Eligibility, authority and verification

Furnible may ask for company, tax, project, professional, resale, credit or identity information before approving trade status, pricing, credit or access to commercial services. The person accepting a quotation confirms authority to bind the named customer.

Trade pricing and services may be refused, suspended or reviewed where information is inaccurate, payment risk changes, an account is misused or legal compliance requires it. We will act reasonably and will not disturb an accepted order without a contractual or legal basis.

4. Quotations and validity

A quotation is valid for the period stated. If no period is stated, it is valid for 14 days. It is based on the listed quantities, specification, currency, freight assumptions, delivery address, access information and programme. A change to any of those items may require repricing or a revised timeline.

Budget estimates, preliminary schedules and verbal indications are not final offers. Taxes, exchange rates, freight, raw materials and supplier availability can change before acceptance. An accepted quotation cannot be changed unilaterally except under an express adjustment clause, customer-approved variation, obvious error provision or mandatory law.

5. Order acceptance and product schedule

The customer must review and approve the final product schedule, including model, quantity, dimensions, orientation, configuration, material, finish, upholstery, colour, electrical requirements, packaging, destination and services. Production begins only after required approvals and payments are received.

The customer is responsible for coordinating the approved schedule with architects, designers, contractors, site managers and end users. Furnible is responsible for supplying products materially consistent with the approved written specification, subject to disclosed natural and handcrafted characteristics.

Where instructions conflict, Furnible may pause work and request written clarification. Delay caused by late, incomplete or inconsistent information extends the programme by a reasonable period and may cause documented additional costs.

6. Samples, renders and approvals

Samples, swatches and finish references show general character. Natural materials, dye lots, hides, slabs, timber boards, screens and lighting prevent exact matching. A sample approval is approval of the represented category and range, not an assurance that every natural marking will be identical.

Photographs, computer-generated images, AI-assisted renders, floor plans and mood boards are visual aids unless expressly included in a signed technical specification. The customer remains responsible for site verification, scale, clearances, code compliance and professional design decisions outside Furnible’s expressly agreed scope.

Production photographs and videos are quality-control aids and may not show every angle, internal component or minor detail. Approval of production media does not waive a right relating to a latent defect or a material departure that could not reasonably be identified from the media.

7. Natural materials and manufacturing variation

Timber, veneer, leather, stone, wool, silk and other natural materials vary in grain, veining, pores, marks, shade, texture and ageing. Handcrafted upholstery and joinery can show minor variation. Exact matching across batches or orders is not guaranteed.

Furnible does not apply a universal percentage manufacturing tolerance. A concern is assessed against the approved specification, product category, intended function, visual effect, production method, reasonable industry practice and applicable law. Project teams should identify critical dimensions and interfaces in writing before approval.

8. Pricing, taxes and currency

Prices are in the stated currency and apply to the quantities and conditions quoted. They exclude services, installation, storage, access equipment, permits and site work not expressly listed. Bank fees, intermediary fees and customer foreign-exchange costs are the customer’s responsibility.

For Premium DDP delivery to an eligible agreed address, the confirmed price includes ordinary international freight, customs clearance, import duty and destination tax as described in the Shipping Policy. Remote-area, island, restricted-access, crane, storage, redelivery, changed-address and premium service costs may be added after the basis is explained and, where practicable, approved.

If the customer provides a tax exemption, resale certificate, importer instruction or other tax information, the customer confirms it is accurate and remains responsible for tax arising from an invalid or withdrawn claim, except to the extent caused by Furnible error.

9. Payment, deposits and credit

Payment terms are those stated in the quotation or invoice. Unless stated otherwise, payment is due in cleared funds before production or release. A deposit secures production capacity, procurement and work; it is not automatically refundable after commitments are made.

Staged payments become due at the stated milestone, which may include approval, production completion, inspection, dispatch or delivery. A payment milestone is not postponed merely because another project contractor is late, the customer has not received payment from an end client, or the site is not ready, unless Furnible agrees in writing.

Furnible may pause procurement, production, inspection, dispatch or delivery after reasonable notice if an undisputed amount is overdue. The programme will move by the period of suspension plus reasonable remobilisation time. The customer is responsible for documented storage or supplier costs caused by the overdue payment, subject to applicable law.

Credit terms, if granted, are discretionary and may be reviewed prospectively based on payment history and risk. We will not retrospectively shorten the due date of an already issued invoice without agreement or legal basis.

10. Changes and variations

A change is effective only when confirmed in writing. Furnible will identify the effect on price, lead time and feasibility before implementing a material variation where practicable. The customer must approve any additional cost or revised specification.

After materials are ordered or production begins, a requested change may be impossible or may require remanufacture. The customer is responsible for the reasonable additional work, scrapped material, supplier cancellation, testing and freight caused by an approved customer variation.

Furnible may propose an equivalent material or construction where the original becomes unavailable or unlawful. We will not make a material substitution without approval, except for an immaterial technical change that does not reduce appearance, function, quality or safety. If no acceptable substitute is available, the parties will address the affected item fairly under the Terms of Service.

11. Customer cancellation and scope reduction

Commercial and custom orders are not cancellable for convenience after acceptance except with Furnible’s written agreement. If we agree, the customer must pay a fair amount for completed work, committed materials, supplier charges, non-recoverable payment or freight costs and other actual loss caused by cancellation. The amount will not be a penalty or exceed the reasonable loss, subject to mandatory law.

A material reduction in quantities may remove a volume discount or change freight efficiency. We will provide a revised calculation before accepting the reduction.

If Furnible cannot supply an item, we will propose an alternative or refund the amount paid for the unperformed item. This does not limit additional remedies that cannot lawfully be excluded.

12. Production programme

Unless the order states otherwise, made-to-order production is generally estimated at 4 to 6 weeks after final approval and receipt of the required payment. Complex, high-volume, specialised or multi-factory projects may take longer. Timelines are estimates, not guaranteed completion dates, unless Furnible expressly accepts a fixed date in writing.

The customer should not commit installers, opening dates, lease obligations or other project costs solely by reference to an estimated date. Furnible will provide material updates and take reasonable steps to manage delay. Agreed liquidated damages or other schedule remedies apply only if expressly stated in a signed order document.

13. Inspection and quality control

Furnible may conduct factory quality control, obtain photographs or video, or arrange third-party inspection as stated in the quotation. Quality control is sampling and reasonable visual or functional review; it is not destructive testing or certification unless expressly included.

If the customer or its representative is invited to approve production evidence or attend inspection, comments must be provided within the stated period. Silence is not deemed approval of a latent defect or a departure not reasonably visible, but it may allow Furnible to proceed with matters clearly presented for approval after reasonable reminder.

Additional independent inspection, laboratory testing, mock-ups or certification can be arranged where available at the customer’s cost if requested before production or dispatch.

14. Shipping and delivery

Priority Ocean Freight and Premium DDP delivery are governed by the Shipping Policy. Transit is generally estimated at 4 to 10 weeks after dispatch, depending on destination and route. Customs, port, carrier and force-majeure events can extend the estimate.

Standard delivery is ordinarily to the safest accessible point at or immediately inside the building entrance. It does not include room placement, stairs, assembly, installation, crane, hoist, removal of existing goods or packaging disposal unless expressly stated.

The customer must provide an accurate delivery address, local contact, site hours, loading requirements, permits and safe access. The customer is responsible for measuring the entire route and coordinating the delivery with the building and project programme.

15. Site readiness and failed delivery

The site must be legally accessible, structurally suitable, complete enough for safe delivery and protected from weather, construction dust, trades and theft. Floors, walls, lifts and access routes must be protected by the customer unless a confirmed service includes protection.

If delivery cannot be completed because the site is not ready, access differs from disclosed information, the recipient is absent or a required permit is missing, reasonable waiting, redelivery, storage, rerouting and return costs may be charged. Risk and responsibility are allocated under the general Terms and applicable law.

16. Receipt, inspection and claims

An authorised representative should inspect packaging at delivery, record visible damage or shortage on the carrier document and retain all packaging. Products should be unpacked and inspected promptly. For efficient freight investigation, report delivery damage within 48 hours and no later than 7 days, while recognising that a late report does not remove a non-excludable right.

A continuous unedited unboxing video is the primary evidence for a transit-damage claim. Where unavailable, Furnible will assess other evidence fairly. The customer must not install, modify, repair or dispose of an affected product before instructions unless urgent action is reasonably necessary for safety.

A signed delivery record confirms receipt, not necessarily acceptance of a concealed defect. Payment, inspection or use does not waive a right that cannot lawfully be waived.

17. Returns and change of mind

Commercial, trade, hospitality, project and non-domestic orders are not eligible for the residential 90-Day Happiness Guarantee unless Furnible expressly agrees otherwise. No return for convenience is accepted without written authorisation.

Faulty, unsafe, damaged or incorrectly supplied products are handled under applicable law, the accepted order and any commercial warranty. Furnible may inspect before selecting or agreeing a remedy, subject to any right of the customer to choose a remedy for a major failure.

18. Commercial warranty

Warranty coverage for commercial use is only the coverage and period expressly stated in the quotation, invoice or separate project warranty. The Furnible Three-Year Limited Warranty Policy applies to normal private residential use and does not automatically extend to hospitality, rental, workplace, public-area, staging or other commercial environments.

A commercial warranty does not remove mandatory rights. Normal wear, misuse, unsuitable environment, incorrect installation, unauthorised repair, customer-supplied materials and disclosed natural variation are excluded only to the extent permitted and to the extent they caused the issue.

19. Installation, compliance and professional responsibility

Unless expressly included, Furnible does not provide architectural, engineering, structural, fire, electrical, accessibility, code, load, waterproofing or installation certification. The customer must engage qualified professionals and confirm local laws, permits, fixings, electrical requirements and suitability for the site and end use.

Furnible remains responsible for any professional service expressly accepted in writing and must perform it with the standard required by applicable law. The customer is responsible for decisions and work outside that defined scope.

20. Resale and customer representations

A reseller may market only genuine Furnible-supplied products and must describe products, materials, origin, lead time, warranty and delivery accurately. It must not claim to be Furnible, a Furnible factory, an exclusive distributor or an authorised agent unless a signed agreement grants that status.

The reseller is responsible for its retail pricing, local consumer disclosures, taxes, customer contract and post-sale obligations, except where a separate agreement states otherwise. It must not remove product safety information or make an unsupported performance claim.

Furnible may require correction or removal of inaccurate marketing and may withdraw asset access prospectively for material misuse.

21. Intellectual property and marketing assets

Furnible retains intellectual property in its brand, website, catalogues, product assets, original content, design materials and software. Approved trade customers receive a limited, non-exclusive, revocable right to use current authorised assets solely to promote genuine Furnible-supplied products during the relationship.

Customer-specific floor plans, drawings and confidential materials remain owned by their respective owner. Each party grants the other only the limited permission necessary to perform the project. Neither party may publish the other’s confidential project information without permission, except as required by law.

22. Confidentiality

Each party must protect non-public commercial, pricing, customer, technical and project information received from the other and use it only for the relationship. This obligation does not apply to information already lawfully known, independently developed, publicly available without breach, or required to be disclosed by law after reasonable notice where permitted.

Confidentiality continues after the relationship for as long as the information remains confidential. Trade pricing and supplier details must not be shared except with personnel and advisers who need them and are bound to protect them.

23. Insurance, risk and title

Freight insurance included in Premium DDP applies according to the relevant policy and claim requirements. The customer remains responsible for project, premises, installation, public-liability and post-delivery insurance appropriate to its activities.

Risk of accidental loss or damage passes on delivery to the customer or nominated recipient, except where mandatory law or an accepted Incoterm requires otherwise. Title remains with Furnible until cleared payment in full. The customer must not grant security over unpaid goods and must allow reasonable recovery where law permits, without breach of the peace.

24. Liability and project loss

Nothing limits liability for fraud, wilful misconduct, death or personal injury caused by negligence, breach of confidentiality, intellectual-property infringement, or liability that cannot lawfully be limited.

To the extent permitted for a business order, neither party is liable for indirect or consequential loss that was not reasonably foreseeable when the contract was made. Furnible is not liable for lost profit, lost revenue, loss of opportunity, liquidated damages owed to another contractor, or project delay costs unless expressly accepted in writing or caused by a liability that cannot be limited.

For direct contractual loss on a business order, Furnible’s aggregate liability is limited to the amount paid for the affected goods or services, except to the extent a higher liability cannot lawfully be limited or is expressly agreed. The customer must take reasonable steps to minimise loss. Any limitation is reduced to the extent Furnible caused or contributed to the loss.

25. Force majeure

Neither party is liable for delay or failure caused by an event outside reasonable control, including natural disaster, severe weather, war, sanctions, epidemic, industrial action, cyber incident, government action, port closure, carrier disruption, infrastructure failure or unexpected supplier shutdown. The affected party must notify the other of a material impact, take reasonable mitigating steps and resume performance when practicable.

If performance becomes impossible or delay substantially defeats the commercial purpose, the parties will discuss alternatives. If none is reasonable, either party may cancel the unperformed portion, with a fair accounting for completed goods, committed materials and payments, subject to mandatory law.

26. Suspension and termination

A party may terminate an unperformed obligation for a material breach that is not remedied within a reasonable stated period after written notice. Immediate suspension or termination may be justified for fraud, illegality, insolvency risk affecting performance, misuse of intellectual property, serious safety risk or repeated non-payment, subject to applicable insolvency and unfair-contract laws.

Termination does not affect accrued payment, confidentiality, intellectual property, dispute or other provisions intended to survive. Furnible will not withhold a customer’s completed paid goods merely to pressure payment of a genuinely disputed unrelated amount, except where law permits a valid lien or set-off.

27. Disputes and governing law

Raise a dispute promptly through sales@furnible.com with the quotation or invoice number, facts, evidence and proposed resolution. Senior representatives should attempt in good faith to resolve the issue before proceedings. Where useful, the parties may agree to confidential mediation.

These Terms are governed by Hong Kong law and the Hong Kong courts have non-exclusive jurisdiction. This does not remove a mandatory right to use another court, tribunal, regulator or forum. Urgent relief, debt recovery without a genuine dispute and limitation deadlines do not require completion of informal negotiation.

28. General

Neither party may assign the contract without the other’s written consent, not to be unreasonably withheld, except Furnible may assign it as part of a genuine restructure, financing or business sale without reducing customer rights. Subcontracting does not release Furnible from responsibility for its accepted obligations.

If a provision is invalid, it will be read down or severed and the remainder continues. Delay is not waiver. Amendments and waivers must be in writing. Electronic signatures, approvals and notices are valid where law permits.

The contract is the entire agreement about the order and replaces earlier discussions, except for fraud, fraudulent misrepresentation and rights that cannot be excluded. Headings are for convenience and including introduces examples without limitation.

29. Trade contact

The registered office is not a showroom, warehouse or returns address. Meetings, factory access, inspections and returns require prior written arrangement.