TC09596 - [2025] UKFTT 00895 (TC)

Fecha: 16-May-2025

The first agreement: between the Appellant and the customer

The first agreement: between the Appellant and the customer

170.

The first of the agreements is that between the Appellant and the customer. In summary, the terms were as follows:

(1)

The contract is one for the sale of goods, the goods in question being as described in the Invoice (‘Clause 1’).

(2)

Title to the goods remains with the Appellant until payment in full of the price (‘Clause 2’).

(3)

The goods are sold by the Appellant on the terms contained in the Sale of Goods Act 1979, except as expressly varied by the Invoice and/or the terms. No change may be made to the contract unless agreed in writing by the Appellant (‘Clause 3’).

(4)

The price of the goods provided by the Appellant is as set out in the Invoice (‘Clause 7’).

(5)

Under the heading ‘Fitting Services’, ‘Clause 8’ provided that:

“…The Company retains full responsibility for its products and services, the Installer is responsible for the standard and quality of the work and any liability arising from the installation. The fitting charge is payable direct to the Installer on completion of the work to ensure satisfactory fitting. Rooms should be clear of furniture and of old carpets. By signing this agreement you confirm your acceptance of this arrangement and will make payment direct to the Installer as shown overleaf.”

(6)

Full payment for goods and services detailed on the Invoice is due upon delivery or collection of the goods, as applicable (‘Clause 9’):

“As detailed on the invoice, payment for carpet fitting is payable directly to the Installer and is subject to a separate contractual agreement.”

(7)

‘Clause 10’ of the Terms and Conditions of Sale addressed issues of liability in respect of defects in the product.

(8)

‘Clause 11’ addressed carpet cleaning.

171.

On the reverse of the Invoice, beneath the Appellant’s Terms and Conditions of Sale, were printed the ‘Independent Installer Terms and Conditions of Sale’, which set out terms of the (separate) agreement between the customer and the fitter. They provided that:

“1.
Interpretation
In these conditions and the Invoice overleaf Customer means the person or persons receiving the carpet fitting and delivery services. The Goods means the goods supplied by the Company. Contract means the contract for the fitting services to the Customer by the Installer. The Company means [the Appellant]. The Installer means the self-employed carpet fitter. The headings are for convenience only and do not affect interpretation.
2.
Legal Title
The legal title to the Goods shall remain in the property of the Company until any monies whatsoever which are owing to the Company by the Customer have been paid. The Company reserves the right for its agents, servants, employees to enter the premises of the Customer and repossess the Goods, in the event of non-payment of the outstanding balance. Legal title to the Goods does not at any stage rest with the Installer.
3.
Basis of the Sale
The carpet fitting and delivery services provided by the Installer are supplied under a separate contract from the supply of goods to the Customer by the Company. The Company is not responsible for the delivery or fitting of the Goods to the Customer.
4.
Terms of Payment
Full payment for the fitting services is due upon fitting payable by cash or cheque directly to the Installer. As detailed on the invoice, payment for the carpet fitting is made directly to the Installer under a separate contractual agreement between the Customer and the Installer…”

172.

We are satisfied that these terms made clear that the contract between the Appellant and the customer was, and is, for the sale of goods (i.e., the floor covering) (‘Clause 1’); such goods being those which were described in the Invoice, and that the provision of any fitting services was the subject of a separate contract between the customer and the fitter. We are further satisfied that the Terms and Conditions made clear that the Appellant did not provide a fitting service, but that there was a referral to a fitter on the basis of contractual terms. We find that use of the word ‘agents’ in ‘Clause 8’ of the Terms and Conditions has clouded the economic reality and has been given greater importance by HMRC that is evident from the economic and commercial reality.