Terms and Conditions
All quotations are given, orders accepted and goods supplied subject to the following terms and conditions and no addition thereto or variation thereof shall be effective unless expressly agreed in writing by the Company. No servant, agent or representative of the Company has any authority to vary these terms in any way.
2. CONDITIONS AND WARRANTIES.
No condition or warranty is expressed or to be implied as to the suitability of the goods supplied by the Company for any particular purpose or for use under or in accordance with any specific conditions (irrespective of whether or not such purpose or conditions may be known or is made known to the Company) unless the Company otherwise specifies in writing.
Unless previously withdrawn, quotations are open for acceptance within the period stated in them. Where no period is stated, the quotation shall be open for acceptance within Thirty (30) days from the date it is given, unless withdrawn by the Company during that time.
All specifications and particulars of weights, quantities and dimensions submitted with the Company’s quotations are approximate only and the descriptions and illustrations contained in the Company’s catalogues and other advertising material are intended merely for illustration and do not form part of any contract.
5. PRICES AND CHARGES.
(a) All orders are subject to prices prevailing on the date the order is despatched and are subject to amendment on or after acceptance without notice unless otherwise agreed in writing by the Company (b) Unless otherwise stated all prices and charges are exclusive of Value Added Tax, delivery, packing and insurance charges. (c) Unless otherwise stated all prices and charges are for goods available for collection at the Company’s premises. (d) Any extra costs incurred by the Company on account of delays, interruptions or suspension of work due to the customer’s instructions or absence of instructions will be added to the contract price and paid accordingly.
6. TERMS OF PAYMENT.
(a) Unless otherwise stated all accounts are strictly net and payable in full within Thirty (30) days from the date of the invoice and no deductions or cash discounts will be allowed. (b) In the event of non-payment of any invoice within the prescribed period interest shall accrue to the Company at the rate of 2% per calendar month (or proportionately for any lesser period) from the due date of payment until payment in full is received by the Company. The customer shall also be liable for any costs or expenses, legal or otherwise, incurred by the Company as a result of non-payment or delayed payment of an invoice.
All Services and Merchandise provided by Creators & Makers shall be subject to Creators & Makers ‘unders and overs’ (“Unders and Overs”) of plus or minus 10% in respect of all orders. Where delivery of the Merchandise contains less than the number of units set out in the Order Acknowledgment (and/or any subsequent agreement between the Client and Creators & Makers) within the Unders and Overs set out herein, Creators & Makers shall only invoice you for the number of units actually delivered. Where delivery of your Order contains more than the number of units set out in the Order Acknowledgment (and/or any subsequent agreement between the Client and Creators & Makers) within the Unders and Overs set out herein, Creators & Makers shall invoice you for the number of units delivered.
All Charges hereunder are exclusive of any applicable value added taxes and any other applicable taxes of any nature whatsoever, which will be added onto the invoice and shall be payable by the Client in accordance with the law applicable from time to time. Should the Client fail to make any payments due under these Terms by the due date for payment to Creators & Makers, then Creators & Makers shall be entitled to, without prejudice to any other right or remedy, charge the Client interest on the amount outstanding on a daily basis at the rate of five (5) per cent per annum above the base rate of Bank of England from time to time in force, such interest to be calculated from the due date for payment thereof to the date of actual payment.
(a) Any time or date for delivery named by the Company is an estimate only and the Company shall not be liable for the consequences of any delay. (b) Unless otherwise agreed delivery of the goods will occur when the goods are made available for collection at the Company’s premises. (c) Where requested by the customer the Company will, at the customer’s expense and risk, make such carriage insurance and freight arrangements as the Company regards as appropriate and the cost of such insurance and freight shall be added to the invoice. (d) The seller may deliver by instalments; such instalments shall be separate obligations and no breach in respect of one or more of them shall entitle the Buyer to cancel any subsequent instalments or repudiate this contract as a whole.
8. LOSS OR DAMAGE IN TRANSIT.
No claim for damage in transit, shortage of delivery or loss of goods will be accepted by the Company unless such damage shortage or loss is endorsed on the carrier’s delivery note or, if the goods have been delivered and the delivery note endorsed as “not examined”, a separate notice in writing is given to the carrier concerned and to the Company within seven days of receipt of the goods. In the event of any claim for damage in transit, shortage of delivery or loss of goods properly made as aforesaid, the Company shall replace free of charge the goods damaged or lost or make up the shortage of goods supplied. Save as aforesaid the Company shall not be liable for any loss, damage liability or expense whatsoever and howsoever arising from any loss or damage in transit or shortage of delivery.
9. DELAY IN DELIVERY.
Deliveries may be wholly or partially suspended and the time of such suspension added to the original contract in the event of a stoppage, delay or interruption of work in the premises of the Company during the delivery period as a result of any act of God, war, strikes, lockouts or other trade disputes, riot or civil commotion, fire, flood, legislation, breakdown, accident or any other cause whatsoever beyond the control of the Company.
If by reason of instruction or lack of instructions from the customer despatch of the goods is delayed for seven (7) days after the Company has notified the customer that the goods are ready for delivery, or in the event of the customer failing to collect the goods within seven days after the customer has been notified that the goods are ready for collection, the goods ordered shall be stored by the Company at the customer’s risk and the customer shall repay the company the cost of storing and insuring the goods. For the purposes of Condition 6 (Terms of Payment) the goods shall be invoiced to the customer upon the expiry of the said 7 day period.
The customer must inspect the goods immediately on delivery thereof or on collection as the case may be and unless within seven (7) days from such inspection written notice is given to the Company of any matter by reason of which the customer alleges that the goods are not in accordance with the contract, the goods shall be deemed to be in all respects in accordance with the contract and the customer shall be bound to accept and pay for the same accordingly.
12. DEFECTIVE GOODS.
(a) Defective goods in respect of which a claim is made pursuant to Condition 11 hereof will be replaced by the Company or if replacement is not practicable the Company will credit the value of the goods at the invoice price PROVIDED ALWAYS that the defective goods are promptly returned to the Company carriage paid , unless otherwise agreed. (b) In the case of goods supplied but not manufactured by the Company the Company’s sole responsibility shall be to give the customer the same warranty in respect thereof as is given to the Company by the supplier PROVIDED ALWAYS that the Company shall not be under any obligation to pay any liability or expense greater than the amount the Company shall recover from the supplier in respect thereof. (c) The Company shall not be liable for any loss damage liability or expense whatsoever and howsoever arising from any defect of the goods supplied save as detailed in Condition 12 (a) and (b) above.
13. FORCE MAJEURE.
Every effort will be made by the Company to carry out its contract with the customer. The performance of the contract is subject to cancellation by the Company or of such reasonable variation as the Company may consider appropriate as a result of inability to secure labour, materials or supplies or as a result of any act of God, war, strike, lock-out or other labour disputes, riot or civil commotion, fire, flood, legislation, breakdown, accident or any other cause whatsoever beyond the Company’s control.
14. RETENTION OF TITLE ON THE SALE OF GOODS.
All goods are supplied to customers on the following terms:-
(a) The ownership of goods delivered by the Company shall be transferred to the customer only when all sums owed by the customer to the Company have been paid. Without prejudice to the foregoing, however, the customer shall assume the risk of loss or damage to the goods from the date of delivery. (b) Should the customer fail to make any payment to the Company for goods supplied, the Company reserves the right to refuse to make any further deliveries irrespective of which contract to which such further deliveries may relate and to rescind the contract or contracts with the customer but without prejudice to the Company’s rights and remedies in respect of such non-payment including the Company’s right to recover goods delivered but unpaid for in accordance with this Condition 14. (c) Pending payment of the full price in respect thereof, the customer acknowledges that he is in possession of the goods solely as bailee for the Company until such time as the full price thereof is paid. (d) If the customer shall sell any of the goods delivered by the Company (whether converted into or incorporated in new products or otherwise) in such a manner as to pass to a third party a valid title therein, the customer shall hold the proceeds of the sale on trust for the Company, ALWAYS PROVIDED that nothing herein contained shall constitute the customer as an agent of the Company for the purpose of any such sub-sale and also provided that the customer shall not be entitled to sell such goods after the appointment of a Receiver to its property or after it has been placed in liquidation or, not being a company, has committed an act of bankruptcy.
The customer shall not be entitled to cancel any order (whether whole or in part) unless the Company agrees in writing and only then subject to the customer indemnifying the Company in full against any costs, expenses or losses incurred by the Company in respect of such cancelled order, all of which shall be paid to the Company upon cancellation.
If at any time any question, dispute or difference whatsoever shall arise between the Company and the customer upon or in connection with any contract between them which the parties shall have failed to resolve then either of them may refer such question, dispute or difference to arbitration by a person to be mutually agreed upon or failing agreement within fourteen days to some person appointed by the President for the time being of the Law Society of England and Wales.
17. LEGAL CONSTRUCTION.
Unless otherwise agreed in writing any contract between the Company and the customer will in all respects be governed by and construed in accordance with English law.
18. ACCEPTANCE OF TERMS AND CONDITIONS.
The acceptance of the Company’s quotation (or any part thereof) or the acceptance of goods delivered by the Company shall be deemed to be acceptance of these Terms and Conditions of Sale.