Terms & Conditions
(Personalised GIfts.gift.) (“The Seller”) – CONDITIONS OF SALE
These Conditions apply to all sales of goods by the Seller to any purchaser (“the Buyer”) and shall prevail over and apply to the exclusion of any terms or conditions contained or referred to in the Buyer’s order or in correspondence of elsewhere or implied by trade custom practice or course of dealing unless specifically agreed to in writing by a director or other authorised representative of the Seller and any purported provisions to the contrary are hereby excluded or extinguished.
(a) A quotation by the seller does not constitute an offer and may be withdrawn or revised at any time prior to the Seller’s acceptance of the Buyer’s order.
(b) It shall be at the Seller’s sole discretion whether it accepts an order in whole, in part or at all.
(a) Unless otherwise agreed the prices payable for the goods shall be those contained in the Seller’s list prices current at the time of dispatch. The Seller shall have the right at any time to withdraw any discount from its normal prices and/or to revise prices to take into account increases in costs including (without limitation) costs of any goods, materials, carriage, labour or overheads the increase or imposition of any tax duty or other levy and any variation in exchange rates.
(b) Unless otherwise specified VAT and any other tax or duties payable by the Buyer shall be added to the price.
(a) Delivery dates mentioned in any quotation acknowledgement of order or elsewhere are approximate only and not of the essence and the Seller shall not be under any liability to the buyer in respect of any failure to deliver on any particular date or dates. The Seller shall however endeavour to comply with reasonable delivery instructions (subject as provided in condition 5 (b) below).
(b) Delivery shall be at the Seller’s premises unless stipulated and otherwise agreed by the Seller. The Seller will charge at the agreed rates for delivery.
(c) If the Buyer refuses or fails to take delivery of goods tendered in accordance with the contract the Seller shall be entitled to immediate payment in full for the goods so tendered. The Seller shall be entitled to store at the risk of the buyer any goods of which the Buyer refuses or fails to take delivery and the Buyer shall, in addition to the purchase price pay all costs of such storage and any additional costs incurred as a result of such refusal or failure. The Seller shall be entitled after the expiration of 3 months from the date upon which the price became payable to dispose of the goods in such manner as the Seller may determine.
(a) Risk in the goods shall pass on delivery.
(b) The Seller shall be under no liability whatsoever for any loss, damage, deterioration or delay of or goods whatsoever and however caused during transit or at any time after the risk has passed to the Buyer.
(a) Title to the goods shall not pass to the buyer until payment in full of the price therefore.
(b) The Seller reserves the right to repossess any goods in respect of which payment is overdue and thereafter to resell the same and for this purpose the buyer hereby grants an irrevocable right and licence to the Seller’s servants and agents to enter upon all or any of its premises with or without vehicles during normal business hours. The right shall continue to subsist notwithstanding the termination of the contract for any reason and is without prejudice to any accrued rights of the Seller thereunder or otherwise.
(c) The Seller shall have no liability to the Buyer in the event of goods infringing or being alleged to infringe the rights of any third party in the event that the goods are or may be the subject to patent copyright registered design trade mark or other rights of any third party, the Seller shall be obliged to transfer to the Buyer only such title as the Seller may have.
7. SPECIFICATIONS AND SALES BY SAMPLE
(a) Unless expressly agreed in writing by the Seller all drawings, designs, specifications and particulars of weights and dimensions submitted by the Seller are approximate only and the Seller shall have no liability in respect of any deviation therefrom. The Seller accepts no responsibility for any errors, omissions or other defects in any drawings, designs or specifications not prepared by the Seller and the Seller shall be indemnified by the Buyer against any and all liabilities and expenses incurred by the Seller arising therefrom.
(b) Where the Seller has supplied to the Buyer a sample of the goods to be supplied to the Buyer under the contract the Buyer accepts that sample then so long as the bulk supplied under the contract materially corresponds with the sample any express or implied condition term or warranty as to the goods being fit for purpose or of merchantable quality shall be deemed to have been complied with in every respect and no liability shall attach to the Seller in respect thereof.
(a) The Seller shall not be liable to the Buyer:
(i) For shortages in quantity delivered unless the Buyer notifies the Seller of any claim for short delivery within 14 days of receipt of the goods.
(ii) For damage to or loss of the goods or any part thereof in transit (whether the goods are carried by the Seller’s own transport or by a carrier on behalf of the Seller) unless the Buyer shall notify the Seller of any such claim within 14 days of receipt of the goods or the scheduled date of delivery whichever shall be earlier.
(iii) For defects in the goods caused by any act neglect or default of the Buyer or any third party.
(iv) For other defects in the goods unless notified to the Seller within 14 days of receipt of the goods by the Buyer or where the defect would not be apparent on reasonable inspection within 14 days of the date which such defect was or should reasonably have been discovered.
(b) The Seller may at its option make good any shortages or non-delivery and/or as appropriate replace or repair any goods found to be damaged or defective. If some only of the goods are defective as aforesaid the Buyer shall accept the remainder of the goods and the Buyer shall make payment of the contract price in proportion to the quantity of the goods accepted.
(c) The Seller’s aggregate liability to the Buyer whether for negligence (except for the saving specified in paragraph (d) below) breach of contract, misrepresentation or otherwise shall in no circumstances exceed the cost of the defective, damaged or undelivered goods determined by net price involved to the Buyer in respect of any occurrence or series of occurrences.
(d) Subject to the foregoing all conditions, warranties and representations expressed or implied by statute common law or otherwise in relation to the goods are hereby expressly excluded and the seller shall be under no liability to the Buyer for any loss, damage or injury direct or indirect resulting from defective material, faulty workmanship or otherwise howsoever arising and whether or not caused by negligence of the Seller its employees or agents SAVE THAT the Seller shall accept liability for death or personal injury caused by negligence of the Seller PROVIDED that the foregoing saving shall not apply where these Conditions apply to a contract of the nature referred to in Section 26 (1) of the Unfair Contract Terms Act 1977.
The Buyer shall indemnify and hold the Seller harmless against any claims which may be made against the Seller by any third party (which expression shall include without limitation the servants and the agents of the Buyer) and which relate in any way whatsoever to the goods.
10. FORCE MAJEURE
(a) The Seller shall not be liable to the Buyer for any loss or damage which may be suffered by the Buyer as a direct or indirect result of the supply of goods by the Seller being prevented by circumstances or events beyond the Seller’s reasonable control including but not limited to Act of God, war, riot, strike, lock-out, trade dispute or labour disturbance, accident, break-down of plant machinery, fire, flood, storm, difficulty or increased expense in obtaining workmen, materials or transport or other circumstances affecting the supply of the goods or of raw materials therefore by the Seller’s normal source of supply or the manufacture of the goods by the Seller’s normal means or the delivery of the goods by the Seller’s normal route or means of delivery.
(b) If due to such events or circumstances the Seller has insufficient stocks to meet all its commitments the Seller may apportion available stocks between customers at its sole discretion.
11. INSOLVENCY, DEFAULT
If the Buyer enters into a deed arrangement or commits an act of bankruptcy or compounds with his creditors or if a receiving order is made against him or if (being a company) an order is made or a resolution is passed for the winding up of the Buyer (otherwise than for the purpose of amalgamation or reconstruction) or if a receiver is appointed of any of the Buyer’s assets or undertaking or if circumstances arise which entitle the Court or a creditor to appoint an administrator or administrative receiver or to make a winding-up order or if the Buyer takes or suffers any similar or analogous action in consequence of debt or commits any breach of this or any other contract between the Seller and the Buyer then:-
As between the Buyer and the Seller, all Intellectual Property Rights and all other rights in the goods shall be owned by the Seller. The Seller licenses all such rights to the Buyer free of charge and on a non-exclusive, united kingdom basis to such extent as is necessary to enable the Buyer to make reasonable use of the goods. If the Seller terminates the contract under clause 12, this licence will automatically terminate
For the purposes of this clause 13 Intellectual Property Rights shall mean patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world
No Failure or delay by the Seller in exercising any right, power or privilege in these Conditions shall be construed as a waiver of it unless expressly waived in writing by the Seller nor shall any single or partial exercise of any right power or privilege by the Seller preclude any other or further exercise of it.
These Conditions shall be governed by and construed in accordance with the laws of England.