1. Conditions
1.1 These Conditions shall form the basis of the contract between the Seller and the Buyer in relation to the sale of Goods and/or Services. Additional conditions with reference to Brand Support and Rental Agreements will be supplied separately.
1.2 All orders for Goods and/or Services shall be deemed to be an offer by the Buyer to purchase Goods and/or Services from the Seller pursuant to these Conditions.
1.3 Acceptance of delivery of the Goods or commencement of the Services shall be deemed to be conclusive evidence of the Buyer's acceptance of these Conditions.
1.4 These Conditions may not be varied except by the written agreement of the Seller.
2. Payment and Interest
2.1 The first 3 orders are to be on a Pro Forma basis.
2.1.1 Subsequent supplies to be placed on account where appropriate, price and VAT shall be due within 30 days of the date of the Seller's invoice.
2.2 Special orders are to be on a Pro Forma basis and paid for by the Buyer prior to delivery date being confirmed by Seller.
2.3 Interest on overdue invoices shall accrue from the invoice date and calculated on a daily basis until the date of payment at the rate of 8% per annum above the Bank of England base rate from time to time in force. Such interest shall accrue after as well as before any judgement.
2.4 The Buyer shall pay all accounts in full and not exercise any rights of set-off or counterclaim against invoices submitted by the Seller.
3. Delivery of Goods
3.1 Delivery of the Goods shall be made to the Buyer's address. The Buyer shall make all arrangements necessary to take delivery of the Goods on the day notified by the Seller for delivery.
3.2 The Seller undertakes to use reasonable endeavours to despatch the Goods on an agreed delivery date but does not guarantee to do so. Time of delivery shall not be of the essence of the contract.
3.3 The Seller shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods. If short delivery does take place, the Buyer may not reject the Goods but shall accept the Goods delivered as part performance of the contract, and a pro-rata adjustment to the Price shall be made.
3.4 If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for despatch, the Seller shall be entitled to store and insure the Goods and to charge the Buyer the reasonable costs of so doing.
4. Acceptance of the Goods
4.1 The Buyer shall be deemed to have accepted the Goods within 2 working days of invoice date.
4.2 Any damaged or missing goods must be notified to the seller within 3 days of delivery. Damaged items must be retained for inspection.
4.3 Unless these instructions are complied with, we cannot accept any responsibility for loss or damage.
5. Title and risk
5.1 Risk shall pass on delivery of the Goods to the Buyer's address.
5.2 Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Seller and shall not pass to the Buyer until the amount due under the invoice for them (including interest and costs) has been paid in full.
6. Carriage of Goods
6.1 Goods will be delivered via Seller delivering or third-party delivery as deemed appropriate.
6.2 Carriage will be chargeable on all sales under £100. This will be at the rate of £7.95 + VAT.
7. Supply of Services
The Seller agrees:
7.1 To review the account application, contact references supplied and approve a credit limit.
7.2 To undertake and provide goods and Services in accordance with any brief and deadline agreed with the Buyer.
7.3 To manage and carry out the Services in an expert and diligent manner and to provide his/her services to the best of his/her technical and creative skill and to be responsible for how the services are provided.
7.4 To use such suitably qualified and experienced personnel as he or she may, from time to time, deem appropriate.
7.5 To inform the Buyer of any issues with delivery of ordered goods or services as soon as possible.
8. Buyer's obligations
8.1 The Buyer shall:
8.1.1 Ensure the account form is completed, including two references for account suppliers and not cash account suppliers;
8.1.2 Ensure that the terms of the Order are complete and accurate;
8.1.3 Co-operate with the Seller in all matters relating to the supply of Goods and Services;
8.1.4 Provide the Seller, its employees, agents, consultants and subcontractors, with access to the Buyer's premises as reasonably required by the Seller to provide the Good and Services;
8.1.5 Obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and
8.1.6 Keep and maintain all materials, equipment, documents and other property of the Seller (Seller Materials) at the Buyer's premises in safe custody at its own risk, maintain the Seller Materials in good condition until returned to the Seller, and not dispose of or use the Seller Materials other than in accordance with the Seller's written instructions or authorisation.
8.2 If the Seller's performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Buyer or failure by the Buyer to perform any relevant obligation (Buyer Default):
8.2.1 the Seller shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Buyer remedies the Buyer Default, and to rely on the Buyer Default to relieve it from the performance of any of its obligations to the extent the Buyer Default prevents or delays the Seller's performance of any of its obligations;
8.2.2 the Seller shall not be liable for any costs or losses sustained or incurred by the Buyer arising directly or indirectly from the Seller's failure or delay to perform any of its obligations as set out in this clause 8.2; and
8.2.3 The Buyer shall reimburse the Seller on written demand for any costs or losses sustained or incurred by the Seller arising directly or indirectly from the Buyer Default.
9. Confidentiality
9.1 The Seller hereby agrees that during the course of his or her engagement under this Agreement they are likely to obtain knowledge confidential information with regard to the business. This information will only be divulged to persons needed to carry out businesses Goods and Services. This could be persons employed by the Seller, courier or delivery services, financial services and professionals employed by the Seller.
9.2 The Buyer hereby agrees that any confidential information supplied by the Seller during the business relationship, will not be shared with any third party not employed by the Buyer.
10. Intellectual Property Rights
10.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Seller.
10.2 All Seller Materials are the exclusive property of the Seller.
11. Data Protection and Data Processing
11.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 11 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation. In this Clause Applicable Laws means (for so long as and to the extent that they apply to the Contractor) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.
11.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Buyer is the data controller and the Seller is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).