1. Definition and interpretation
1.1. “Company” means Lanyards Trader LTD whose registered office is Flat 2A, 9 Russell Gardens, London, United Kingdom, W14 8EZ.
1.2. “The Buyer” means the person or body who accepts a quotation for the sale and supply of services, or whose order is accepted by Company.
1.3. “Goods” means the goods set out in the Order which Company is to supply in accordance with these conditions.
1.4. “Conditions” means Standard Terms and Conditions of Sales set out in this document and unless the context otherwise requires, includes any special terms and conditions agreed in writing between the Buyer and Company.
1.5. “Contract” means the Contract for the purchase and sale of the goods and any samples supplied.
1.6. “Originals” means any original designs, screens or positives produced by Company.
1.7. “Writing” includes email, facsimile, transmissions and comparable means of communication.
1.8. The headings in these conditions are for convenience only and shall not affect their interpretation.
2. Basis of Contract
2.1 These are the standard terms and conditions of Company which will govern all Contracts for the sale and supply of goods by Company to the Buyer. Any quotation or other communication sent by Company to the Buyer shall be deemed to be an invitation to treat only. The Buyer’s purchase orders shall constitute offers to buy only and the Contract between Company and the Buyer shall come into effect upon Company’s acceptance.
2.2 Any written order or any communication of any kind from the Buyer containing any terms and conditions inconsistent with the Terms and Conditions shall not be accepted by Company to the extent of such inconsistent terms and/or conditions shall be deemed to be severable and shall be severed for the Order or communication without otherwise affecting the validity thereof and any subsequent acceptance of these terms and conditions shall not constitute a counter off. Acceptance of the goods by the Buyer shall constitute acceptance of these Terms and Conditions.
2.3 Company shall not be liable for any oral advice and /or recommendation given by Company to the Buyer concerning the supply of goods.
2.4 The Buyer is responsible for ensuring the accuracy of the Buyer’s order.
2.5 The Buyer warrants that the Goods do not infringe any intellectual property rights of a third party and that it will notify Company in writing of any claim in this respect by a third party immediately if it comes aware thereof. The Buyer will indemnify Company against any liabilities for infringement of the intellectual property rights of any third party which may result from the supply.
2.6 Company may alter any specification provided by the buyer to confirm with any statutory requirements provided this does not materially affect quality or performance of the goods.
2.7 Cancellation by the Buyer will only be accepted on terms that the Buyer will indemnity Company against all losses incurred by Company as a direct result of cancellation. This will include all work carried out to the date of written cancellation.
2.8 Company reserves the right to submit proofs to the Buyer for approval. Once approved any alterations will be at the Buyer’s cost.
2.9 Any Originals will remain Company’s property. The cost of such Originals will be charged extra. Such originals will be retained by Company for six (6) calendar months after delivery of the Buyer’s order. If the Buyer places a further order after the expiry of 6 months, Company reserves the right to make an additional charge for the supply of Originals.
2.10 Where the Buyer is to supply materials, goods or equipment to Company such property will be held by Company at the Buyer’s sole risk and any insurance policy and/or requirement in respect of the same remains the sole responsibility of the Buyer. Further, Company will not be liable to the Buyer for any imperfections in the finished product arising out of imperfections in the artwork/reference material supplied.
2.11 Company shall be entitled to publish or display the Buyer’s design or logos on Company’s literature.
2.12 Any goods returned to the Company will only be accepted after a “Returns Number” has been allocated by the Company. The return of goods shall happened only for non-conformance or quality reasons and shall be at the total discretion of the Company. Such returns are subject to a 20% handling charge and must be agreed with the Company within 7 days of delivery.
3.1 The invoice price of the goods shall be the price specified in any quotation or acceptance of order and where no price has been quoted, the price shall be the current price listed in Company’s price list at date of acceptance. All prices shall be exclusive of VAT or any other similar sales or purchase tax or customs duty payable which shall be charged in addition at the rate in force at the date of Company’s invoice to the buyer.
3.2 Alterations at the Buyer’s request made after Company has accepted the Buyer’s order will be charged extra.
3.3 If Company produces samples or proofs for the Buyer, these will be submitted on approval and will be charged if not returned in good condition within 14 days.
3.4 In the event of any increase in the cost of custom duties or import licences between the date of the quotation by Company and the date of delivery, the price of the goods shall be increased by the amount of such increase in customs duty or import licence.
3.5 In the event of any differences between the official rate of exchange (of the currency shown in the quotation by Company and the currency in which payment is to be made) as stated in the original quotation of Company and the rate of exchange at the date monies are transferred by the Buyer for such payment, then the price of the Goods shall be increased or decreased by the same percentage as the official rate of exchange shall have increased or decreased. For the purposes of this clause, the official rate of exchange at the date of quotation and equivalent price in the currency in which the Buyer is to pay, will be included in the original Quotation or acceptance by Company of the order.
4.1 All invoices are payable in pounds sterling within 30 days of the date of the invoice, covering such goods providing the application for credit has been agreed by Company prior to the supply of goods. In no circumstances shall the Customer be entitled to make any deduction or withhold payment for any reason at all. Time of payment is of the essence.
4.2 Without prejudice to any other rights of the Company if the Customer fails to pay any invoice by the due date for payment, the Customer shall pay interest on the overdue amount from the date of which payment was due to the date of actual payment (whether before or after judgement) on a daily basis at a rate of 4% per annum, over the base rate from time to time quoted by Loyd’s Bank and reimburse to the Company all costs and expenses (including legal costs) incurred in the collection of any overdue amount.
4.3 In the event of Company receiving series of post-dated cheques, promissory notes or other bills of exchange from the Buyer in respect of any indebtedness of the Buyer, then the acceptance by Company of such post-dated cheques, promissory notes or bills of exchange shall be without prejudice to Company’s rights under these conditions.
4.4 No amount may be deducted by the Buyer from any invoice or Statement without Company’s prior written authorisation.
4.5 Company shall be entitled at any time to restrict, limit or cancel any credit arrangements or facilities granted to the Buyer and shall further be entitled in its discretion, to require the Buyer to furnish security for payment of any or all amounts due in terms of this or any related matters.
4.6 Company shall have the right forth with to terminate any contract and/or repossess its goods and/or claim from the Buyer immediate payment of any monies owing by the Buyer under any contract, not withstanding any earlier agreement for credit and whether the same is due for payment or not if the Buyer fails to pay any amounts due to Company on the due date thereof, or is placed under a provisional or final order of sequestration, liquidation or judicial agreement or commits any act of insolvency or enters into any compromise with his/its creditors or fails to satisfy any judgment granted against him/it within seven (7) days after the date of Judgment, or passes any goods received from Company onto any third party for resale its former method of trading.
4.7 If any amount due and payable by the Buyer to Company is in arrears, Company shall have the right until such amount has been paid to suspend any deliveries or cancel any orders until this or any other contract then in force between Company and the Buyer.
5.1 In so far as delivery of goods is concerned, time shall not be of the essence of the contract.
5.2 Whilst every effort is made to deliver/despatch the goods timeously as indicated on any specific date and the Buyer shall not be entitled to cancel any order/s by reason of delay. Company shall not be liable for any damages for failure to affect delivery/dispatch timeously for any reason whatsoever.
5.3 Without prejudice to the rights conferred in these conditions upon Company, Company reserves the right to withdraw from any order and or contract at any time prior to delivery of the goods ordered.
5.4 Delivery shall be ex-warehouse at Company’s factory, depot or warehouse.
5.5 All costs of delivery shall be borne by the Buyer, in the event of Company in its unfettered discretion distributing on the Buyer’s behalf any costs of delivery, Company shall be entitled to immediate repayment by the Buyer of any amount so disbursed on demand.
5.6 Company shall have the right, but shall not be obliged, to insure the goods in transit and wherever so insured to recover the costs of such insurance from the Buyer on demand.
5.7 The Buyer shall be obliged within three (3) days of the date of delivery to give Company written notice of any complaint or claim in respect of any goods delivered and any claim in respect of which Company has not received such written notice within the aforesaid period of 3 days shall become forfeited and proscribed.
5.8 Company may deliver up to 5% more or less than the ordered quantity without adjusting the price when the quantity so delivered shall be deemed to be the quantity ordered.
5.9 Any carrier shall be deemed to be the agent of the Buyer and all risk in the goods shall pass to the Buyer upon delivery to the Buyer or such agent as the case may be.
6. Risk and Title
6.1 Risk or damage to or loss of the Goods will pass to the Buyer at the time that the Buyer collects.
6.2 All goods supplied to the Buyer shall remain the sole and absolute property of Company as legal and equitable owner until such time as the Buyer shall have paid to Company the agreed price.
6.3 Until property in the Goods passes to the Buyer, Company shall be entitled to call for the return forthwith of the Goods and in default to enter the Buyer’s or any third party’s premises in order to repossess the Goods.
6.4 Company shall not be liable for any defect in the Goods arising from any drawing design or specification supplied by the Buyer.
6.5 Company shall not be liable for any defect or damage caused by the Buyer.
6.6 Save as provided in these conditions and except where the supply consists of goods sold under a Consumer sale (as defined by the Sale of Goods Act 1979) or service supplied under a Consumer supply (as defined by the Supply of Goods Act 1982) all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by Law.
6.7 Where the supply constitutes a Consumer sale or Consumer supply the Buyer’s statutory rights are not affected by these conditions.
6.8 If the Buyer notifies Company of a valid defect Company’s liability shall be limited (at Company’s sole discretion) to the replacement of the Goods or the refund of the price.
6.9 Save as expressly provided in these conditions, or in respect of death or personal injury caused by Company’s negligence, Company shall not be liable to the Buyer for the consequential loss or damage arising out of the Goods or the use or resale by the Buyer of the Goods.
6.10 Company shall not be liable to the Buyer for any delay or failure in performance of Company’s obligations which occurs from reasons outside Company’s reasonable control.
7. Insolvency an Default of Buyer
7.1 If the Buyer enters into a deed or arrangement or commits an act of bankruptcy or compounds with his Creditors or if a receiving order is made against him or if any order is made or a resolution is passed for the winding up of the Buyer or if a Receiver is appointed of any of the Buyer’s assets or undertaking or if the Buyer takes or suffers any similar analogous action in consequence of debt or commits any breach of this or any other contract between Company and the Buyer, Company may, without prejudice to any of its other rights, stop any goods in transit and/or suspend further deliveries and/or determine the rights of the Buyer under condition 6.2 and/or, by notice in writing to the Buyer, determine the contract.
8. Legal Charges and Jurisdiction
8.1 In the event of Company instructing its solicitors to recover money or goods from the Buyer, the Buyer shall be liable for and shall pay all legal costs incurred by Company on the Solicitor and own client scale including collecting commission.
8.2 At the option of Company any claim against the Buyer whether for return of goods, damages, purchase prices, balance owing or any other claim arising shall be governed and construed in accordance with the Law of England and any disputes will be subject to the jurisdiction of the English Courts.
8.3 The Buyer submits to the Jurisdiction of the English Courts in any action or application arising out of any contract entered into between Company and the Buyer.
8.4 Neither of the parties shall be liable to the other in respect of any claim arising under the contract where the same arises by reason of any act or cause beyond the reasonable control of such party.
8.5 If any provision of these conditions is held to be wholly or partly invalid or unenforceable the validity of the other provisions of these conditions shall not be thereby affected.
8.6 Any dispute arising under or in connection with these conditions, other than the method or time for payment, shall be referred to arbitration by a single arbitrator appointed in default of agreement by the president for the time being of the Chartered Institute of Arbitrators.
8.7 Any notice under these conditions shall be written and served at the Registered Office or principal place of business of the party being served.
8.8 Any contract between Company and the Buyer is personal to the Buyer and shall not be capable of assignment by the Buyer to any third party without the prior written consent of Company.
8.9 These Terms and Conditions shall constitute the entire agreement between Company and the Buyer. All previous Terms and Conditions of Company are hereby Superseded and excluded from any Contract unless expressly agreed in writing by Company.