1.1 “Buyer” means the person, to whom the Company may agree to supply Goods and the person(s) who buys or agrees to buy from the company in accordance with these Conditions.
1.2 “The Company” means Trade Lines Shop Equipment Limited of 32-34 Constitution Hill Hockley Birmingham B19 3JT (Company No. 04041511) and any trading division or subsidiary or associated company (as the case may be).
1.3 “Conditions” means these terms and conditions of supply and any special term and conditions agreed in writing by the company.
1.4 “Goods” means any goods and /or services and software items to be provided by the Company to the Buyer in accordance with these Conditions.
1.5 “Contract” means the contract for the supply of the goods and/or services.
1.6 “Catalogue” shall mean any published promotional material published by the company
1.7 “Writing” includes emails, faxes, website based information, and any non-transitory form of visible reproduction of words.
2. ORDER ACCEPTANCE
2.1 All orders placed by the Buyer whether written or oral shall constitute an offer to the Company, under these Conditions, subject to availability of Goods and to acceptance of the order by the Company’s authorised representative. Any quotation given by the Company does not constitute an offer capable of acceptance. These Conditions shall apply in respect of all contracts for the supply of goods and /or services of any nature whatsoever by the Company to the Buyer to the exclusion of all other terms and conditions which the buyer may purport to apply under any purchase order, confirmation of order or similar document. These Conditions constitute the entire understanding between the Company and the Buyer with respect to the subject matter covered by the contract of purchase and supersede all previous agreements and understandings between the parties.
2.2 All orders are accepted and Goods supplied subject to the Conditions only. No terms and conditions put forward by the Buyer shall apply. No amendments of these Conditions will be valid unless confirmed in writing on or after the date hereof by the Company’s authorised representative.
2.3 Goods Supplied will be supplied based on any information provided by the buyer. The Buyer shall be responsible for ensuring the accuracy of the order and for giving the Company any necessary information to enable the Company to perform the Contract.
2.4 The Company reserves the right by notice in Writing to the Buyer to alter or vary these Conditions.
2.5 Any catalogue published by the company is an invitation to treat and not an offer to supply. All descriptions and illustrations contained in the catalogue or any list price or otherwise communicated to the buyer are correct at the time of publication.
2.6 The company reserves the right to deliver part orders or hold orders until all items are available, as required.
2.7 Carriage will be charged on orders involving export at the appropriate rate prevailing at the date of dispatch. The buyer will be responsible at their own expenses to obtain any import or export licence or any documentation deemed necessary by any complaint authority.
3.1 Any dates given for delivery are estimates only and the Company shall not be responsible for any delays. Time for delivery shall not be of the essence.
3.2 The Company reserves the right to make delivery by instalments. In that event these Conditions shall apply to each delivery as though it were the subject of a separate contract and failure by the Company to deliver any one or more instalments or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer or treat the contract as a whole as repudiated.
3.3 If the Company agrees to make delivery to the Buyer or its nominee such delivery shall be effected to the address of the Buyer or its nominee. Even in such cases, the Company reserves the right to request the Buyer to nominate or appoint its own carrier for the purposes of effecting such delivery and in that case if delivery charges are included in the price the Company will reimburse the Buyer with the amount of such charges.
3.4 Save as mentioned in condition 4.5 the Buyer shall take delivery at the Company’s premises within three days of the Company informing the Buyer that the Goods are ready for collection.
3.5 If the Company agrees to arrange for delivery of the Goods the Buyer shall give verbal and written notice to the Company forthwith if the Goods are not received within three days of the expected delivery date or within such lesser period within which such notice is required to be given to the carrier (if any) and if the Buyer fails so to do delivery shall be deemed to have been effected whether or not it has actually been effected.
3.6 Delivery shall be deemed to be effected at the time when the Buyer effects collection from the Company or in cases where collection is not effected by the Buyer or on its behalf, when delivery is made to the address specified by the Buyer. The Buyer shall inspect the Goods on delivery. Unless the Buyer shall deliver written notice to the Company within 3 days of delivery to the effect that the Goods are not those ordered, or are damaged or subject to shortage and unless the Buyer shall in all respects comply with the terms and conditions of the carrier (if any) the Buyer shall be deemed to have accepted the Goods and shall not be entitled to reject Goods which are not in accordance with the Contract. If the Buyer shall give written notice as aforesaid, it shall comply with the Company’s instructions concerning the return or retention for inspection of such Goods which shall be at the Buyer’s risk until back in the possession of the Company. In no event shall the Buyer be entitled to reject the Goods on the basis of any defect or failure which is so slight that it would be unreasonable for the Buyer to reject the Goods.
3.7 If the Buyer fails to collect Goods, give adequate delivery instructions or accept delivery when tendered (as the case may be) the Goods shall be at the Buyer’s risk and the Company may:
3.7.1 claim payment for the Goods:
3.7.2 store the Goods until actual delivery and charge the Buyer for the costs of storage;
3.7.3 sell the Goods at the best price readily obtainable and (after deducting all storage, selling and other expenses) account to the Buyer for the excess over sums owing by the Buyer or charge the Buyer for any shortfall;
3.7.4 terminate the Contract.
4. CANCELLATION AND RESCHEDULING
Subject to clause 8.2 any request by the Buyer or cancellation of any order or for rescheduling of deliveries will only be considered by the Company if made at least 24 hours before dispatch of the Goods, and shall be subject to acceptance by the Company at the Company’s sole discretion, and subject to a reasonable administration charge by the Company. The Buyer hereby agree to indemnify the Company against all loss, costs (including loss of profit the cost of labour and materials used and overheads incurred), damages, charges and expenses arising out of the order and its cancellation or rescheduling.
5.1 All prices for the goods are in pound sterling and subject to Value added tax ((“V.A.T) at the relevant rate prevailing on the date of despatch and do not Include the cost of carriage, packaging or other charges which becomes payable under any contract with the company. Prior to the conclusion of the contract the company will inform the buyer the total amount. Catalogues, price lists, the Website, and other advertising literature or materials as used by the Company are intended only as an indication as to price and the range of goods offered and no prices, descriptions or other particulars shall be binding on the Company and any typographical, clerical or other error or omission shall be subject to correction at any time without liability on the part of the Company.5.2 All prices are given by the Company at the time of the order on an ex-works basis and unless otherwise agreed the Buyer is liable to pay for the cost of delivery. The Company may by giving notice to the Buyer at any time before delivery increase the price of the Goods to reflect any increase in the cost to the Company, which without limitation, shall include any of the following circumstances:
5.2.1 where the Buyer has requested any variation whatsoever to the quantity, capacity, form, content, style or description of the Goods, or has requested an earlier or a later delivery date; or
5.2.2 where steps are required to be taken by the Company to comply with any statutory provisions from time to time in force; or
5.2.3 where increases are made in the price charged to the Buyer of any equipment or goods bought in from outside suppliers so as to enable the Company to fulfil the Contract; or
5.2.4 where the supply of the Goods is suspended, varied or otherwise delayed by the Buyer, including without limitation, any delay caused by:
18.104.22.168 any variation of or to the Contract by the Buyer; or
22.214.171.124 failure to provide the Company with sufficient information to enable the Company to satisfy its obligations under the Contract.
5.3 All prices are exclusive to Value added Tax and any similar taxes which are payable in addition.
6. TERMS OF PAYMENT
6.1 Unless the Company shall have previously agreed in writing with the Buyer that the Goods shall be supplied on credit, payment for the Goods shall be made in full by the Buyer prior to the Goods leaving the Company’s premises by credit card, cleared funds, or such other method that may be accepted by the Company.
6.2 Where the Company has agreed to supply the Goods on credit the Company shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods and the Buyer shall pay the price of the Goods within 30 days of the invoice date or such other agreed time period from the date of the Company’s invoice (such other time period being agreed and notified to the Buyer by the Company in writing) notwithstanding that the property in the Goods has not passed to the Buyer.
6.3 The time of payment of the price shall be the essence of the Contact. If the Buyer fails to make payment on the due date then without prejudice to any other right or remedy available to the Company the Company shall at its sole discretion be entitled to:-
6.3.1 cancel, suspend any further deliveries, or suspend any services due to the Buyer under the Contract or under any other contract between the Buyer and the Company, or require the provision of such financial security as the Company may deem necessary before making further supply;
6.3.2 appropriate any payment made by the Buyer to such of the Goods as the Company may think fit (notwithstanding any purported appropriation by the Buyer);
6.3.3 charge interest on any money which is not paid by it to the Vendor under the Contract by the due date for its payment (“the Due Date for Payment”). Such interest shall accrue and be calculated on a daily basis, both before and after any judgement (unless a court orders otherwise) and until the date on which it is actually paid, at a rate of 4% above Barclays Bank Plc’s base rate equivalent to the rate prevailing at the Due Date for Payment as prescribed by the Secretary of State pursuant to section 6 of The Late Payment of Commercial Debts (Interest) Act 1998. Interest shall be compounded on the first day of each month and be payable on demand.
6.3.4 charge the Buyer all the costs incurred by the Company for recovering the debt from the Buyer.
6.4 The Buyer shall not be entitled to delay or withhold payment on account of any alleged claim.
7. RISK AND PROPERTY
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery or when the Company notifies the Buyer that the goods are available for collection if the Goods are to be delivered at the Company’s premises or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Company has tendered delivery of the Goods or the Buyer should have collected the Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods, any other provision of these conditions, the property in the Goods shall not pass to the Buyer until the Company has received payment in full of the price of the Goods and all other goods supplied by the Company.
7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Company’s fiduciary agent and bailee and shall keep the Goods separate from those of the Buyer and third parties and property stored, protected and insured and indentified as the Company’s property but unless the Vendor revokes such right in writing or the Buyer becomes insolvent as defined in clause 13.1 may resell or use the Goods in the ordinary course of its business.
7.4 Until such time as the property in the Goods passes to the Buyer, the Buyer shall deliver up the Goods to the Company on demand and, if the Buyer fails to do so immediately the Company may enter any premises of the Buyer (using reasonable force if necessary) or any third party where the Goods are stored and repossess the Goods.
8. SPECIFICATION OF GOODS
8.1 The Company shall not liable in respect of any loss or damage caused by or resulting from any variation for whatsoever reason in the manufacturer’s specifications or technical data and will not be responsible for any loss or damage from curtailment or cessation of supply following such variation. The Company will use its reasonable endeavours to advise the Buyer of any such impending variation as soon as it receives any notice thereof from the manufacturer.
8.2 Unless otherwise agreed, the Goods are supplied in accordance with the manufacturer’s standard specifications as these may be improved, substituted or modified. The Company reserves the right to increase its quoted or listed price, or to charge accordingly in respect of any orders accepted for Goods of non-standard specifications and in no circumstances will it consider cancellation of such orders or the return of the Goods. The Company reserves the right to supply in substitution to the Goods or components parts thereof goods or component parts of goods the specifications of which are equivalent or superior to the Goods.
8.3 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
9. PROPRIETARY RIGHTS IN SOFTWARE PRODUCTS
9.1 The Buyer hereby acknowledges that any proprietary rights in any software supplied including but not limited to any little or ownership rights, patent rights, copyrights and trade secret rights, shall at all times and for all purposes vest and remain vested in the Software owner.
9.2 The Buyer hereby acknowledges that it is its sole responsibility to comply with any terms and conditions of any licence attaching to Software supplied (including if so required the execution and return of a software licence). The Buyer is hereby notified that failure to comply with such terms and conditions could result in the Buyer being refused a software licence or having the same revoked by the proprietary owner. The Buyer further agrees to indemnify the Company in full and on demand against any costs, charges, expenses, loss or liability incurred by the Company as a result of any breach by the Buyer of such terms and conditions.
Returns can only be made as in accordance with the Company’s then prevailing returns policy which is available from the Company on request.11.
11.1 For Goods manufactured by the Company the Company warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for such period as shall be notified to the Buyer and in the absence of such notification a period of 12 months.
11.2 The Company sells the Goods with the benefit of the manufacturer’s warranty subject to the terms and conditions of such warranty but Company shall have no further liability to the Buyer.
11.3 The warranty in condition 11.1 does not apply;
11.3.1 in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;
11.3.2 in respect of any defect arising from fair wear and tear, wilful damage, negligence (including improper storage), improper installation or maintenance, abnormal working conditions, failure to follow the Company’s instructions (whether oral or in writing), misuse (including without limitation use which was not reasonably contemplated by the Company at the time when the Contract was entered into) or alteration or repair of the Goods without the Company’s approval.
11.3.3 in respect of any matter regarded as a fault due to a modification, alteration, or replacement required by a change in the requirements of any governmental or regulatory society, institute, authority or other body.
11.4 The Company shall replace or repair free of charge Goods (or the part in question) which do not meet the warranty in condition 11.1 or, at the Company’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price) but the Company shall have no further liability to the Buyer. Replacements or repairs shall be warranted for an additional period of three months or until the expiry of the original warranty period, whichever is the longer.
11.5 Any software is supplied “as is” and the sole obligation of the Company is to supply a corrected version if such software fails to confirm to its product description, or at the Company’s option, provide a refund provided that the Buyer notifies the Company of any such non-conformance within 30 days of the date of delivery. No warranty is given that the operation of any software will be uninterrupted or error free.
11.6 Failure by the Buyer to pay any sum owing will render the applicable warranty null and void.
11.7 The Buyer shall be responsible for the cost of carriage and insurance in respect of all Goods returned by the Buyer to the Company for repair or replacement. In the case of valid warranty claims the Company shall refund any such reasonable costs.
11.8 The Company reserves the right to levy a surcharge in the event of returned Goods being found not to be defective.
11.9 The Company shall not be responsible for its failure to perform any of its obligations under this contract, if such failure is the result, directly or indirectly, of the Buyer’s or third party’s products or service (for example, software, hardware or firmware) to correctly process, provide and/or receive date data and property exchange date data with products under this Contract.
12. INDEMNITIES AND LIMITS OF LIABILITY
12.1 Subject as expressly provided in these Conditions all warranties, conditions, representations or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
12.2 Where the goods are sold under a consumer transaction (as defined by The Consumer Transactions (restrictions on statements) Order 1976 the statutory rights of the buyer are not affected by these conditions.
12.3 Save as otherwise expressly provided in these Conditions, the following provisions set out the Company’s entire liability for any act or omission whether in contract, misrepresentation, pre-contractual misrepresentations, fraudulent misrepresentations, tort (including negligence) or otherwise howsoever arising.
12.4 The Company shall not be liable to the Buyer for any indirect loss and/or expense(including loss of profit) suffered by the buyer arising out of a breach by the company of this contract, such indirect losses includes but are in no way limited to increased costs, expenses, loss of data, use, profits, goodwill, business, contracts, revenues or failure to achieve anticipated savings, or any type of special, indirect or consequential loss (including loss or damage suffered by the Buyer as a result of a claim alleged or an action brought by a third party) even if such loss were reasonably foreseeable or the Company had been advised of the possibility of the Buyer incurring the same.
12.5 The Company’s entire liability for all claims relating to or in connection with the Goods shall be limited to the amount paid by the Buyer for the Goods.
12.6 Save as otherwise expressly provided in these Conditions, the Buyer shall indemnify the Company in respect of any cost, claim, expense, loss or liability suffered or incurred in connection with any claim made by any person in connection with the Goods.
12.7 The Buyer acknowledges it is under a duty to pass on to its customers (where appropriate) all instructions, information and warnings supplied to it by the Company.
This Contract may be terminated immediately by notice in writing:
13.1 by the Company if the Buyer fails to pay any sums due hereunder by the due date or is involved in any legal proceedings concerning its solvency, or ceases trading, or commits an act of bankruptcy or is adjudicated bankrupt or if a petition is presented or resolution passed for its liquidation, or if it makes an arrangement with its creditors (including a moratorium under the Insolvency Act 2000 or a scheme or arrangement under section 425 Companies Act 1985) or a petition for an administration order is presented or if a receiver, administrative receiver or manager is appointed over all or any part of its assets or if it is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or does or suffers anything analogous to any of the foregoing in any order jurisdiction;
13.2 by the party not in default, if the other party fails to perform any of its obligations and such failure continues for a period of 7 days after written notice thereof;
13.3 by the Company if the Buyer commits or is party to dishonest or fraudulent conduct in relation to this Contract;
13.4 by the Company if the Buyer is acquired by a person who does not have control of the Buyer at the date upon which the Contract is made. “Control means the ownership of 50% or more of the share capital or voting rights of the Buyer or the power to control the affairs of the Buyer.
13.5 Any termination shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law, and shall not affect any accrued rights or liabilities of either party.
13.6 Upon termination of this Contract all sums owing to the Company whether under the Contract or otherwise and whether or not the subject of an invoice shall become immediately due and payable and the Company may cancel without prior notice any outstanding order or make delivery subject to payment in advance.
14. INTELLECTUAL PROPERTY RIGHTS
14.1 The specifications and designs of the goods (including the copyright design right to other intellectual property in them) shall remain as between the parties, be the property of the Company. Where any design or specifications have been supplied by the Buyer for manufacture by the company or to the order of the Buyer, then the buyer warrants that the use of those designs or specification for the manufacture, processing, assembly or supply of the goods shall not infringe the rights of any third party
14.2 All drawings, documents, confidential records, computer software and other information supplied by the Company are supplied on the express understanding that copyright and all other rights are reserved by the Company and that the Buyer will not without the prior written consent of the Company either copy, give away, loan, exhibit, or sell any such drawings, documents, records, software or other information or extracts therefrom or copies thereof or use them in any way except in connection with the Goods in respect of which they are issued.14.3 If the Buyer is threatened with any action alleging that the Goods infringe any patent, copyright, registered design, or other intellectual property rights held by a third party then provided that the Buyer promptly informs and fully co-operates with the Company or its supplier and, if the Company or its supplier so requests allows the Company or its supplier to defend any action on the buyer’s behalf and have the sole control of any and all negotiations for settlement, the Company will indemnify the
Buyer against any award or damages and costs against the Buyer arising from such action. Further if such event occurs the Buyer agrees that the Company shall have the option at its own expense either;
14.3.1 to modify the Goods so that they do not infringe, or
14.3.2 to replace the Goods with non-infringing goods; or
14.3.3 to procure for the Buyer the right for it to continue its use of the Goods; or
14.3.4 to purchase the Goods from the Buyer at the price paid by the Buyer less depreciation.
14.4 The Company shall have no liability in respect of claims for infringement or alleged infringement of third parties’ patent or other proprietary rights arising from the execution of an order in accordance with the Buyer’s designs, plans or specifications and the Buyer shall indemnify the Company against all losses, damages, expenses, costs or other liability arising from such claims
15. DATA PROTECTION
15.1 By placing an order with the company the Buyer agrees to data relating to the transaction being retained and processed by the company in accordance with Data Protection Act 1998 or any statutory modification thereof. The data so retained will be used by the company for the purpose of accounting and marketing and will not be
Disclosed to any third party without the previous consent in writing of the buyer.
15.2 The company may from time to time send to the Buyer details of other Goods and services offered by the company that the company may consider to be of interest to the Buyer. If the Buyer does not wish to receive details of these offers then they should contact the company requesting that data is removed from the marketing database. The Company subscribes to the data protection principles as laid down by the Information Commissioner and all data is held securely. The Buyer may, by writing to the Customer Service Department of the company, request that all data relating to him, her or it should be deleted from its records. The Buyer may also, in accordance with the provisions of Data Protection Act 1998, obtain copies of such data that is held in respect of them by the company.
Telephone calls and e-mails to the company may be recorded or monitored for the purposes of security training and quality assurance.
16.1 The headings in this Agreement are for ease of reference only and shall not affect its interpretation or construction.
16.2 No forbearance, delay or indulgence by the Company in enforcing any of its rights shall prejudice or restrict the rights of the Company, and no waiver of any such rights or of any breach by the Buyer shall be deemed to be a waiver of any other right or any later breach. No waiver by the Company shall be effective unless in writing.
16.3 The Buyer may not assign any of its rights without the prior written consent of the Company. The Company may assign any of its rights.
16.4 In the event of any of these conditions (or any part of any of them) being found to be void or unenforceable for any reason, the remaining conditions (and the remainder of the condition concerned) shall remain in full force and effect.
16.5 The Company shall not be liable for any delay in or failure to perform its obligations where such delay or failure results from act of God, fire, explosion, accident, industrial dispute, act of government or state, war, civil commotion, insurrection, embargo, prevention from or hindrance from obtaining any raw materials or energy, sickness or any other cause beyond its reasonable control.
16.6 Any notice given hereunder by either party to the other must be in writing and may be delivered personally or by recorded delivery or registered post to the registered office or principal place of business or as directed by the Company from time to time and in the case will be deemed to have been given 2 working days after the date of posting.
16.7 The Company’s employees or agents are not authorised to make any representation concerning the Goods unless confirmed by the Company in writing. The Buyer acknowledges that it does not rely on, and irrevocably waives any claim it may have or damages for or right to rescind the contract for any such representations which are not so confirmed (unless such representations were fraudulently made). Any advice or recommendation given by the Company or its employees or agents to the Buyer or its employees or agents as to the storage application or use of the Goods which is not confirmed in writing by the Company is followed or acted upon entirely at the Buyer’s own risk and, accordingly, the Company shall not be liable for any such advice or recommendation which is not so confirmed.
16.8 These Conditions constitute the entire agreement between the Company and the Buyer concerning the supply of the Goods and replace and supersede any prior arrangement, understanding, warranty or representation (other than any fraudulent misrepresentation).
16.9 The Buyer shall fully and effectively indemnify the Company against the total expense to the Company arising out of the Buyer’s breach or breaches of these conditions of sale. Such expense shall include (without limitation) (1) all expenses incurred by the Vendor in sourcing and assembling the Goods (2) all court fees (3) all amounts payable to the Vendor’s professional advisers (payable on an indemnity basis) in pursuing claims against the Buyer for breach or breaches of these Conditions and for enforcing any judgement/s and/or order/s (4) all amounts payable to the Vendor’s insurers and/or debt recovery agents, in each case including anticipated sums payable by the Vendor only after payment of any sums from the Buyer.
16.10 These Conditions shall be governed and construed in accordance with English Law and the parties submit to the non-exclusive jurisdiction of the English courts.
16.11.1 shall not directly or indirectly; and
16.11.2 shall procure that its shareholders shall not; and
16.11.3 shall use best endeavours to ensure that any other persons associated with the Buyer (including employees and directors of the Buyer and its sub-distributors and sub-agents) shall not during the subsistence of this Contract and for a period of 12 months after the termination of this Contract solicit or entice away or seek to entice away from the Company any person who is or becomes an employee of the Company and agrees to pay the Company as compensation to the Company for the loss suffered by the Company as a result of such solicitation and the costs incurred by the company in finding a replacement employee a fixed sum of 25% of such employee’s previous year’s gross salary including bonuses and benefits in kind.
16.12 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
16.13 No contract will create any right enforceable (by virtue of the contracts(Rights of Third Parties) Act 1999) by any person not indentified as the Vendor or Buyer and any person who is not a party to this contract shall have no rights under that act to enforce any term of the contract.