These Business Terms & Conditions apply to all trade, wholesale, project, hospitality, contract, procurement and business-to-business sales made under the WP Design brand.
WP Design does not sell to private consumers. By requesting a quotation, placing an order, opening a trade account, paying a deposit, approving a specification, or purchasing goods from WP Design, the customer confirms that it is acting wholly or mainly for business, trade, professional, resale, project, commercial, hospitality, procurement or wholesale purposes.
1. About WP Design
WP Design is a furniture brand and trading name used in connection with contemporary furniture, including sofas, lounge chairs, tables, coffee tables, upholstered furniture, workspace furniture, hospitality furniture and related products.
The website wpdesign.space is a brand and product presentation website.
WP Design is not a separate legal entity. Unless otherwise stated in the quotation, pro forma invoice, order confirmation or invoice, WP Design orders are contracted through:
Wald Konzept LDA
Registered in Portugal
NIPC / company number: 519121279
Registered office: Rua Joaquim António de Aguiar, 43, RC, ESQ, 1070-150 Lisbon
VAT number: 519121279
For certain orders, including where required for invoicing, tax, commercial or project reasons, the legal seller may instead be:
Watson & Partner Ltd
Registered in England and Wales
Company number: 11767863
Registered office: 200 Brook Drive, Office 213 Regus, Reading, Berkshire, United Kingdom, RG2 6UB
VAT number: GB340083046
The applicable legal seller will be identified on the quotation, pro forma invoice, order confirmation, invoice or other written order documentation.
In these Terms, “WP Design”, “we”, “us” or “our” means the relevant legal seller identified in the order documentation.
2. B2B Only
WP Design supplies products only to business customers.
Our customers may include, without limitation:
- wholesalers;
- retailers;
- distributors;
- furniture dealers;
- interior design companies;
- architects;
- procurement companies;
- hotels;
- restaurants;
- hospitality groups;
- offices;
- developers;
- commercial project clients;
- other professional or trade buyers.
By placing an order, the customer confirms that it is not purchasing as a private consumer.
Consumer cancellation rights, consumer distance-selling rights and consumer retail return rights do not apply to WP Design sales.
WP Design may refuse, cancel or suspend an order if it reasonably believes that the buyer is attempting to purchase as a private consumer or is misrepresenting its business status.
3. Trade Accounts and Customer Approval
WP Design may require customers to apply for a trade account before ordering.
We reserve the right to approve, reject, suspend or close any trade account at our discretion.
Approval of a trade account does not create exclusivity, distribution rights, agency rights, territory rights, credit terms or any obligation for WP Design to accept future orders.
The customer must provide accurate and current business information, including company name, billing address, VAT number, delivery address, contact details and any other information reasonably required.
The customer must notify WP Design of any changes to its company details, VAT status, billing details, delivery details or authorized contacts.
4. Prices, RRP and Trade Pricing
Prices shown on wpdesign.space, in catalogues, price lists, look-books or other brand materials are normally recommended retail prices, also referred to as RRP.
Unless stated otherwise, RRP prices are indicative recommended end-customer retail prices and normally include VAT where applicable.
RRP prices are not necessarily the prices payable by trade customers.
Trade, wholesale, distributor, hospitality, project and contract prices are issued separately by quotation or written price agreement.
WP Design may amend RRP, trade pricing, wholesale pricing, project pricing or price lists at any time without notice.
Errors, omissions or outdated prices on the website, catalogues or price lists do not bind WP Design.
Where a quotation conflicts with website pricing, the written quotation prevails.
5. VAT, Duties and Taxes
VAT treatment depends on the legal seller, customer location, delivery destination, location of the goods at the time transport begins, VAT registration status, delivery terms and applicable UK, Portuguese and/or EU VAT rules.
Unless otherwise stated in a quotation or invoice:
- RRP prices may be shown inclusive of VAT where applicable;
- trade prices may be quoted excluding VAT;
- VAT may be added at the applicable rate where required;
- intra-community, export or reverse-charge VAT treatment may apply where legally available;
- import duties, customs charges, brokerage fees and local taxes are the customer’s responsibility unless expressly agreed otherwise.
The customer is responsible for providing correct VAT, company, tax and delivery information before invoicing.
Where the customer provides incorrect, incomplete or misleading tax information, WP Design may issue corrected invoices, charge additional VAT, delay dispatch, or require additional payment before releasing goods.
Where a VAT exemption, zero-rating, intra-community supply treatment, export treatment or reverse-charge treatment is claimed, the customer must provide all information and documentation reasonably required to support that treatment.
If the required evidence or documentation is not provided, WP Design may charge VAT or other taxes as required.
6. Quotations
All trade, wholesale, project and contract orders are subject to written quotation.
Quotations are valid for the period stated on the quotation. If no period is stated, quotations are valid for 30 calendar days.
A quotation is not an offer capable of automatic acceptance unless expressly stated. An order is accepted only when WP Design confirms it in writing or begins processing the order.
WP Design may revise quotations where there are changes to:
- quantities;
- specifications;
- dimensions;
- fabrics;
- finishes;
- delivery address;
- freight, transport or customs costs;
- material prices;
- supplier costs;
- exchange rates;
- VAT, duties or taxes;
- production lead times;
- installation or site requirements.
7. Minimum Orders
WP Design may apply minimum order quantities, minimum order values, project minimums or wholesale thresholds.
Any applicable minimums will be confirmed in writing.
WP Design may refuse orders below its minimum commercial threshold.
8. Orders
Orders must be placed in writing and must refer to the relevant quotation or agreed specification.
An order must include all information needed to process the order, including:
- legal company name;
- billing address;
- VAT number, where applicable;
- delivery address;
- product name;
- quantity;
- dimensions;
- fabrics;
- finishes;
- timber or material selections;
- agreed price;
- delivery terms;
- required documentation;
- site restrictions, where relevant.
WP Design may refuse or decline any order at its discretion.
9. Order Confirmation and Customer Responsibility
The customer is responsible for checking all order documents before approval.
This includes checking:
- product model;
- quantities;
- dimensions;
- specifications;
- fabric references;
- colour references;
- timber references;
- finishes;
- drawings;
- renders;
- delivery address;
- delivery terms;
- VAT treatment;
- lead times;
- payment terms.
Once the customer approves an order, quotation, specification, drawing, invoice or order confirmation, WP Design may proceed with procurement, production and supplier commitments.
WP Design is not responsible for errors approved by the customer.
10. Deposits and Payment Terms
Unless otherwise agreed in writing, orders require a deposit before materials are ordered, production is scheduled, procurement begins or capacity is reserved.
Unless otherwise stated in the quotation or order confirmation, the standard payment structure is:
- Deposit on order confirmation: 50% of the total order value.
- Final balance before dispatch, collection or delivery: the remaining 50% of the total order value.
Production, procurement or reservation of materials will not begin until the deposit has been received in cleared funds.
Goods will not be dispatched, released for collection or delivered until the final balance has been received in cleared funds, unless alternative payment terms have been agreed in writing.
WP Design may suspend or delay production, procurement, dispatch, delivery or future orders if payment is late.
11. Credit Terms
Credit terms are not granted unless expressly agreed in writing.
Where credit terms are granted, WP Design may withdraw or reduce them at any time.
Late payment may result in:
- suspension of current orders;
- withholding of goods;
- withdrawal of trade pricing;
- withdrawal of credit terms;
- interest and recovery costs where permitted by law;
- cancellation of future supply.
12. Retention of Title
Ownership of the goods remains with WP Design until WP Design has received payment in full for the relevant order in cleared funds.
Unless otherwise agreed in writing, goods will not be dispatched, released for collection, delivered or handed over to the customer or the customer’s nominated carrier until the full order balance has been paid.
Risk in the goods passes to the customer upon delivery, collection, or handover to the customer’s nominated carrier, according to the agreed delivery terms.
Where WP Design exceptionally agrees to release goods before payment has been received in full, ownership of the goods shall remain with WP Design until full payment is received. In that case, the customer must hold the goods safely, keep them insured, and must not sell, pledge, alter, install, dispose of or otherwise deal with them in a way that prejudices WP Design’s ownership until payment has been made in full.
13. Made-to-Order and Custom Production
Most WP Design products are made to order or produced against specific trade, project or stock requirements.
Products may include:
- standard collection items made after order;
- upholstered products in selected fabrics;
- timber products in selected finishes;
- limited project-specific dimensions;
- contract or hospitality specifications;
- customised colours, fabrics or configurations;
- batch production for wholesale or distribution;
Once an order is confirmed and production, procurement, material purchasing or supplier commitment has begun, the order cannot be cancelled except with WP Design’s written agreement.
Where WP Design agrees to cancellation, the customer remains liable for all costs incurred, including materials, labour, supplier costs, design time, production time, administration, freight, storage and loss of margin.
Deposits are non-refundable except where WP Design agrees otherwise in writing or where applicable law requires otherwise.
14. Changes After Order Confirmation
Requested changes after order confirmation are not guaranteed.
Where changes are possible, they may result in:
- additional costs;
- revised lead times;
- new drawings;
- new approvals;
- wasted material charges;
- supplier charges;
- rework charges;
- revised payment terms.
No change is valid unless confirmed by WP Design in writing.
15. Lead Times
Lead times are estimates only unless expressly confirmed as binding in writing.
Lead times may change due to:
- production capacity;
- supplier availability;
- fabric or material delays;
- customs clearance;
- transport delays;
- customer approval delays;
- late payment;
- inaccurate information;
- project changes;
- force majeure events.
WP Design is not liable for reasonable delay or for loss arising from delay, including project delay, site delay, liquidated damages, penalties, lost revenue or client claims.
16. Delivery and Logistics
Delivery terms will be stated in the quotation, invoice or order confirmation.
Unless otherwise agreed in writing, delivery does not include:
- unpacking;
- assembly;
- placement;
- installation;
- stair carry;
- hoisting;
- site distribution;
- removal of packaging;
- disposal of old furniture;
- special access equipment;
- after-hours delivery.
The customer must provide accurate delivery and site access information before dispatch.
The customer is responsible for ensuring that:
- the delivery address is correct;
- access is suitable;
- loading areas are available;
- lifts, doors, corridors and staircases are suitable;
- any permits are arranged;
- site contacts are available;
- the site is safe;
- the goods can be received at the agreed time.
Additional costs may apply for failed delivery, waiting time, redelivery, restricted access, storage, incorrect address information or site unavailability.
17. Export, Import and Customs Documentation
Where goods are shipped internationally, the customer is responsible for import clearance, import VAT, import duties, customs charges, local taxes, brokerage fees and local compliance unless expressly agreed otherwise in writing.
Where WP Design assists with export or customs documentation, the customer remains responsible for providing accurate consignee, importer, VAT, EORI, customs and delivery information.
WP Design is not responsible for customs delays, import refusal, incorrect customer information, missing customer documents, local import restrictions or costs charged by customs authorities, carriers or brokers.
18. Inspection on Delivery
The customer must inspect all goods immediately upon delivery or collection.
Any visible damage, shortage or discrepancy must be:
- noted on the delivery documentation; and
- reported to WP Design in writing within 48 hours of delivery.
Reports must include photographs of:
- the product;
- the packaging;
- any visible damage;
- delivery labels;
- the delivery condition.
Failure to inspect and notify WP Design within the required period may prevent or limit any claim.
The customer must retain the original packaging until the issue has been assessed.
Goods must not be installed, used, altered or delivered onward where a damage claim is being made.
If the customer does so before WP Design has had a reasonable opportunity to inspect the goods and packaging, WP Design may reject the claim or reduce any remedy to the extent that the customer’s actions have made the cause, extent or timing of the damage difficult to verify.
19. Storage
If goods are ready but the customer cannot accept delivery, WP Design may arrange storage at the customer’s cost.
Storage charges may apply from the date the goods are ready for dispatch.
WP Design is not liable for deterioration, delay, additional handling costs or site consequences caused by customer-requested or customer-caused storage.
20. Installation and Site Work
Installation, assembly, placement, fixing, site measurement, site attendance and project management are excluded unless expressly agreed in writing.
Where WP Design agrees to provide installation or site services, the customer remains responsible for:
- site readiness;
- access;
- permits;
- health and safety;
- coordination with other trades;
- accurate site measurements;
- structural suitability;
- floor and wall readiness;
- power, lighting and access conditions;
- client approvals.
WP Design is not responsible for delay, damage, rework or cost caused by site conditions, other contractors, inaccurate measurements, incomplete works or lack of preparation.
21. Product Information, Images and Renders
Images, renders, photographs, drawings, website visuals, catalogue images and lifestyle images are for presentation and guidance only.
Colours, proportions, finishes, textures and material appearance may vary depending on lighting, screen settings, photography, production batch and natural material variation.
The customer must rely on written specifications, samples and approved order documents rather than website images alone.
22. Natural Materials and Tolerances
Natural materials may vary in colour, grain, texture, veining, tone, density and appearance.
This applies to timber, veneer, stone, marble, leather, wool, linen, cotton and other natural or semi-natural materials.
Such variation is not a defect.
Dimensions may vary within normal production tolerances. Unless expressly agreed otherwise, dimensions are approximate.
23. Samples and Finish Approval
Samples, swatches and finish references are indicative only.
Final production may vary slightly from samples due to batch variation, dye lots, timber grain, veneer selection, finishing process and supplier tolerances.
The customer is responsible for approving materials, fabrics and finishes before production.
For project orders, written approval may be required before production begins.
24. COM, COL and Customer-Supplied Materials
Where the customer supplies fabric, leather or other materials, the customer is responsible for ensuring that the material is suitable for the intended use, product, market and regulatory environment.
WP Design is not responsible for:
- defects in customer-supplied materials;
- delays caused by late material delivery;
- insufficient material quantities;
- fabric flaws;
- colour variation;
- dye-lot variation;
- stretching, tearing or marking;
- fire compliance;
- durability;
- suitability for contract use;
- performance in hospitality or commercial settings.
Additional material may be required for pattern matching, cutting waste or repeat.
If customer-supplied material is unsuitable, delayed or insufficient, WP Design may pause production and charge additional costs.
25. Fire, Contract and Regulatory Compliance
For commercial, hospitality, hotel, restaurant, office, public-space or contract use, the customer is responsible for specifying any required fire, durability, contract, technical, regulatory or local compliance requirements before quotation.
Unless expressly confirmed in writing, WP Design does not warrant that a product complies with any specific fire code, building regulation, hospitality standard, contract standard, public-space requirement or local regulatory requirement.
Where specific certification, testing or compliance documentation is required, this must be requested before order confirmation and may affect price and lead time.
26. Third-Party Specified Products and Materials
Where a product, material, fabric, finish, component, mechanism or supplier is specified by the customer, architect, interior designer, hotel operator, procurement company, consultant or other third party, WP Design is not responsible for the performance, suitability, durability, compliance or failure of that specified item.
WP Design accepts no responsibility for failure of third-party specified products, nor for associated costs including:
- replacement products;
- rework;
- removal;
- installation;
- travel;
- accommodation;
- site attendance;
- delay;
- loss of revenue;
- project disruption;
- client claims;
- consequential loss.
27. Resale, Distribution and Brand Presentation
Unless otherwise agreed in writing, purchase of WP Design products does not grant the customer exclusive resale, distribution, agency or territory rights.
Retailers, wholesalers and distributors must present WP Design products accurately and in line with WP Design brand standards.
The customer must not:
- alter WP Design branding without permission;
- misrepresent WP Design products;
- use misleading images or descriptions;
- claim exclusivity without written agreement;
- copy or reproduce WP Design designs;
- sell counterfeit, copied or modified versions as WP Design products.
WP Design may withdraw supply where a customer damages or misrepresents the brand.
28. Recommended Retail Prices and Resale Prices
RRP prices are recommended retail prices only.
Unless a separate resale, distribution or pricing agreement is in place, the customer is responsible for setting its own resale prices in accordance with applicable competition and pricing laws.
WP Design may issue RRP guidance, brand positioning guidance and recommended pricing structures, but the customer remains responsible for lawful resale pricing.
29. Intellectual Property
All intellectual property rights in WP Design products, designs, drawings, renders, photographs, website content, catalogues, product names, collection names, specifications, branding and logos remain the property of WP Design, Watson & Partner Ltd, Wald Konzept LDA, their licensors or relevant rights holders.
The customer must not copy, reproduce, reverse engineer, adapt, manufacture, commission, import, sell or distribute copies or derivative versions of WP Design products.
Purchase of goods does not transfer intellectual property rights.
Use of WP Design images, renders, catalogues, logos or brand materials requires written permission and may be withdrawn at any time.
30. Confidentiality
Quotations, trade prices, project prices, supplier information, production information, unpublished designs, drawings, specifications, prototypes and commercial documents are confidential.
The customer must not disclose such information to third parties except where necessary for the agreed order or project.
This obligation continues after the order is completed.
31. Non-Circumvention
Where WP Design introduces, coordinates or discloses suppliers, manufacturers, workshops, makers, logistics partners, production partners or other commercial contacts, the customer must not bypass WP Design or deal directly with those parties for the same or substantially similar products, project, opportunity or supply chain requirement without WP Design’s written consent.
This restriction applies for 24 months from the date of introduction, quotation, order, communication or project involvement, unless otherwise agreed in writing.
32. Product Care and Maintenance
The customer is responsible for following all care and maintenance instructions provided by WP Design, suppliers or material manufacturers.
The customer is also responsible for passing care instructions to its client, end customer, hotel team, facilities team or relevant user.
WP Design is not responsible for damage caused by:
- misuse;
- unsuitable cleaning;
- abrasive products;
- heat;
- direct sunlight;
- humidity;
- outdoor use unless specified;
- pets;
- sharp objects;
- improper storage;
- improper installation;
- commercial use beyond the agreed specification;
- failure to maintain timber, leather, upholstery or natural materials.
Natural ageing, patina, fading, creasing, softening, movement, timber variation and fabric wear are not defects.
33. Warranty
Unless otherwise agreed in writing, WP Design warrants that goods will correspond materially with the confirmed written specification and will be free from material manufacturing defects at the time of delivery.
This warranty does not cover:
- normal wear and tear;
- misuse;
- accidental damage;
- improper care;
- improper cleaning;
- improper storage;
- improper installation by others;
- alteration or repair by others;
- damage during customer-arranged transport;
- customer-supplied materials;
- third-party specified products;
- natural material variation;
- colour variation;
- fading;
- patina;
- minor dimensional tolerances;
- comfort preference;
- commercial use beyond agreed specification.
Where a valid defect claim is accepted, WP Design may, at its discretion, repair, replace, credit or refund the defective goods or component.
34. Defect Claims
Any defect claim must be made in writing and must include:
- order number;
- product details;
- delivery date;
- description of the issue;
- photographs or videos;
- details of use, care and environment;
- details of installation or handling;
- any relevant delivery or packaging information.
WP Design may request inspection before accepting a claim.
If no defect is found, or if the issue was caused by misuse, incorrect care, third-party materials, unsuitable environment, site damage or customer handling, WP Design may charge inspection, repair, replacement, transport and administration costs.
35. Limitation of Liability
Nothing in these Terms excludes or limits liability where it would be unlawful to do so.
Subject to the above, WP Design shall not be liable for:
- loss of profit;
- loss of revenue;
- loss of sales;
- loss of contract;
- loss of opportunity;
- loss of goodwill;
- loss of anticipated savings;
- project delay;
- site delay;
- business interruption;
- liquidated damages;
- penalties;
- client claims;
- substitute goods;
- removal costs;
- installation costs;
- travel costs;
- accommodation costs;
- indirect loss;
- consequential loss.
WP Design’s total liability for any claim shall not exceed the amount paid by the customer for the specific goods giving rise to the claim, unless applicable law requires otherwise.
36. Indemnity
The customer shall indemnify WP Design against losses, claims, costs, damages and expenses arising from:
- inaccurate customer specifications;
- customer-approved errors;
- third-party specified products;
- customer-supplied materials;
- resale claims;
- end-client claims;
- installation by others;
- misuse or improper care;
- regulatory requirements not disclosed before order;
- site conditions;
- unauthorised use of WP Design intellectual property;
- breach of confidentiality or non-circumvention obligations.
37. Force Majeure
WP Design is not liable for delay or failure caused by events outside its reasonable control, including:
- supplier delays;
- material shortages;
- production disruption;
- transport disruption;
- customs delays;
- strikes;
- port delays;
- war;
- civil unrest;
- fire;
- flood;
- pandemic;
- government action;
- import or export restrictions;
- power failure;
- extreme weather;
- carrier failure.
WP Design may extend lead times, suspend performance, offer alternatives or cancel affected orders where necessary.
38. Website Use
The website wpdesign.space is provided for brand, product and trade information.
Website content is not a binding offer.
WP Design may update, amend or remove website content, prices, specifications, imagery or product information at any time.
The customer must not copy, scrape, reproduce, misuse or commercially exploit website content without written permission.
39. Data Protection
WP Design may process business contact data for enquiries, quotations, orders, delivery, invoicing, customer service, supplier coordination, trade account management, marketing where permitted, and legal compliance.
A separate Privacy Policy should be published on the website.
40. Complaints and Disputes
Any complaint must be submitted in writing to:
Email: [insert email]
Address: [insert address]
The complaint should include the order number, product details, description of the issue and supporting photographs where relevant.
The parties shall first attempt to resolve disputes commercially and in good faith.
41. Governing Law and Jurisdiction
Unless otherwise expressly agreed in writing, these Terms and all WP Design B2B orders shall be governed by the laws of Portugal.
The Portuguese courts shall have jurisdiction over disputes arising from or in connection with these Terms, any quotation, order confirmation, invoice, supply of goods or related commercial relationship.
Where Watson & Partner Ltd is identified as the legal seller for a specific order, the order may still be governed by Portuguese law where these Terms apply, unless the quotation, order confirmation or invoice expressly states otherwise.
Nothing in these Terms limits the application of any mandatory law that cannot legally be excluded or varied by contract.
42. Severability
If any clause is found to be invalid, unlawful or unenforceable, the remaining clauses shall continue in full force.
43. No Waiver
Failure by WP Design to enforce any right shall not constitute a waiver of that right.
44. Entire Agreement
These Terms, together with the quotation, invoice, order confirmation, specification sheets, drawings, approved samples and written project documents, form the entire agreement between WP Design and the customer.
No verbal statement, website image, render, informal message or discussion overrides the written order documentation unless expressly confirmed in writing by WP Design.