|Terms and Conditions
In these conditions (unless the context shall require otherwise):
a) ‘the seller’ shall mean Vivid Wrap Ltd and their employees, agents and assigns;
b) ‘the buyer’ shall mean the person, firm or company with whom the contract is made;
c) ‘the contract’ shall mean the contract between the buyer and seller for the sale and purchase of the goods;
d) ‘the goods’ shall mean the goods and services (or any instalment or part of them) to be supplied pursuant to the terms of the contract;
e) ‘the sellers premises’ shall mean the premises mentioned in the contract or if not so mentioned means the sellers premises situated at Unit 4, BrassmillEnterprise Centre, Bath, United Kingdom, BA1 3JN
a) In these Conditions the headings are for reference only and words singular shall include the plural and vice versaand references to any gender shall include the others.
b) These conditions shall apply to the Contract to the exclusion of any other terms and conditions contained in or referred to in any order, letter, form or contract or other form of communication sent by the buyer to the seller and
the provisions of these conditions shall prevail unless expressly varied in writing by the seller
c) Any concession made or latitude allowed by the seller to the buyer shall not effect the strict rights of the seller under the contract
d) If in any particular case any of these conditions shall be or shall be held to be invalid or shall not apply to the contract the other conditions shall continue in full force and effect.
3) Intellectual Property Rights Unless otherwise agreed in writing and signed by the seller, the seller shall be the owner of all copyright, confidential information, design right and other so called intellectual property rights in all goods which it designs and makes
b) The seller warrants and agrees that it shall not knowingly infringe the rights of any third party in any design used for preparation of the goods supplied.
c) The buyer shall indemnify the seller against all costs, claims, losses, expenses, and damages incurred by the seller or for which it may be liable due to or arising directly or indirectly out of any infringement or alleged
infringement of any confidential information, copyright, design right, trade mark or other intellectual property right occasioned by the importation, manufacture, sale or supply of goods which have been made to the
specification or special requirement of the buyer.
4) Estimates and Prices of Goods
a) No estimate or order shall be binding on the seller unless and until it has been accepted by the seller.
b) Unless otherwise agreed in writing by the seller the price payable for the goods shall be the price detailed overleaf (On page 1) of this contract.
c) All prices are exclusive of VAT (value added tax) and VAT shall be charged by the seller and shall be payable by the buyer at the appropriate rate.
d) The buyer agrees that the sellers’ minimum order is £250, and that the seller shall not be bound to accept any order which does not fulfil the requirements of the minimum order.
5) Delivery of Goods
a) All times, dates and periods quoted or given for delivery of the goods shall be given in good faith but without any responsibility on the seller’s part unless the seller agrees in writing.
b) Time of the delivery shall not be the essence of the contract.
c) Unless otherwise agreed in writing (and subject to the provisions of clause 5d below), deliveries of Goods shall be made between 9am and 5pm Monday to Friday, and the buyer shall ensure that it is able to accept delivery
during these times.
d) Any period for delivery shall be calculated from the time of the seller’s acceptance of the buyers order or from the receipt of all information necessary to enable the seller to proceed with the supply of goods (whichever shall
be the latter)
e) No liability (whether in contract or for negligence or otherwise howsoever) for loss or damage to the goods occurring prior to delivery or for any claim that any item delivered pursuant to the contract is defective or is
otherwise not in accordance with the contract (being a defect or loss, damage or non compliance which would have been obvious on a reasonable inspection of the goods) or for non delivery will attach to the seller unless
claims to that effect are notified In writing to the seller buy the buyer (and in the case of claims for loss, damage or non delivery with a copy to the carrier) within seven days of delivery for loss, damage, defect or non
compliance with the contract.
f) In the event of a valid claim for defect, loss, damage, or non delivery the seller undertakes at its’ option to either repair or replace the items concerned at its expense but shall not be under any further or other liability in
connection with such non-delivery, loss, damage or non compliance.
g) If the buyer shall fail to give notice in accordance with condition 5(e) above the items delivered shall be deemed to be in all respects in accordance with the contract an without prejudice to earlier acceptance by the buyer it
shall be bound to accept and pay for the same accordingly and all claims in respect of non-delivery, loss, damage, defect, or non-compliance shall (save as set out in condition 9 below) be thereafter wholly bared
h) Where the goods are handed to a courier for carriage to the buyer the carrier shall be deemed an agent of the seller and not the buyer
i) The buyer agree that section 32(3) of the sale of goods act 1979 or any re-enactment thereof shall not apply to the goods sent by the seller.
j) Goods supplied in accordance with the contract cannot be returned without the prior written authority of the seller and duly authorised returns shall be sent to the sellers premises at the buyers expense. Any such orders
returned without the sellers prior written authority shall not be accepted.
k) The seller shall have the right to supply the goods in instalments at such intervals as it may decide and any express provision as to instalments in the contract shall be in addition to and not in derogation of this right.
6) Payment Terms
a) Unless otherwise agreed in writing and signed by the seller all payments for goods must be on a pro formabasis by cash, bankers draft, BACS, or by cheque and in the event the seller agrees in writing to give credit, payment shall become due 30 days net from the date of the invoice, or forthwith upon the occurrence of any of the events referred to in condition 13 hereof .
b) If the goods are to be supplied in instalments the seller shall be entitled to invoice each instalment as and when delivery thereof has been made and payment shall be due in respect of each instalment whereof supply of goods has been made notwithstanding non-provision of other instalments or other default on the part of the seller.
c) If upon the terms of the contract the price shall be payable by instalments or if the parties have agreed that the goods are to be provided at specified times a default by the buyer in the payment of any due instalment shall cause the whole of the balance of the price to become due forthwith.
d) The price of the goods shall be due in full to the seller in accordance with the terms of the contract and the buyer shall not be entitled to exercise any set off, lien or any other similar right or claim.
e) The time of payment shall be of the essence of the contract.
f) Without prejudice to any other rights it may have, the seller is entitled to charge interest at a rate equal to the higher interest rate payable on court judgements or 8.5% above the base rate from time to time by LloydsTSB Bank on overdue payments on the price of goods or the price of instalments from the date payment becomes due until it is received by the seller as well after as before any judgement obtained.
7) Passing of Title and Risk
a) From the time of delivery or collection of the goods by or on behalf of the buyer from the seller the goods shall be at the buyers risk and the buyer shall be solely responsible for their custody and maintenance but, unless expressly agreed otherwise in writing the goods shall remain the sellers property until all payments to be made to the seller under the contract and any other contract between the seller and buyer have been made in full and unconditionally and further whilst the sellers ownership of the goods continues the buyer shall keep the goods labelled as belonging to the seller and separate and identifiable from all other goods in its possession as baileefor the seller.
b) The buyer may only resell the goods to the buyers customers in the ordinary course of business as a fiduciary and trustee for the seller and in the event that there is any resale by the buyer of the goods the sellers beneficial entitlement shall attach to the proceeds of sale or other disposition thereof so that such proceeds of any claim in connection therewith shall be assigned to the seller and until such assignment shall be held on trust in a separate identifiable interest bearing account for the seller by the buyer and such proceeds shall not be mingled with other monies or paid into any overdrawn bank account and shall at all times be identifiable as the sellers monies.
c) In the event that the buyer fails to pay the price in accordance with the contract the seller shall have the power to resell the goods and such power shall be in addition to and not in substitution of any other power of sale arising
by operation of law or implication or otherwise and for such purposes the seller or its servants or agents may forthwith enter upon the premises or land owned, occupied or controlled by the buyer in order to remove the goods.
d) Pending payment in full of the price for the goods the buyer agrees at all times to keep the goods comprehensively insured against loss or damage by accident, theft, fire or other risks usually covered by insurance in the type of business carried on by the buyer in an amount at least equal to the balance of the price for the same from time to time remaining outstanding and the policy shall bear an endorsement recording the sellers interest.
e) The buyer agrees that this contract operates as an irrevocable licence for the seller to enter upon the premises owned, controlled or occupied by the buyer in order to recover such above mentioned goods at any time where the same have not been paid for in accordance with the contract.
8) Conditions and Warranties
a) The contract shall not constitute a sale by description or sample unless otherwise agreed in writing and signed by both parties.
9) Defective Goods
a) In the case of goods not prepared by the seller the seller will pass on to the buyer to the extent that it is able any benefits obtainable under any warranty given by the sellers supplier provided that the goods have been accepted and paid for in full.
b) The buyer accepts and agrees that where any goods are handmade the very nature of such goods shall mean that no two items will match precisely and such goods will not correspond precisely with any samples or examples which the buyer may have seen.
c) Nothing herein shall impose any liability on the seller in respect of any defect in the goods arising out of acts, omissions, negligence or default of the buyer, its servants or agents including, in particular any failure by the buyer to comply with any recommendations as to the storage, transport or handling of the goods.
d) Where the goods are to be delivered by instalments any defect in any instalment shall not be grounds for rejection or cancellation of other instalments and the buyer shall be bound to accept delivery thereof.
10) Buyers Specifications
The seller shall not be liable for imperfect work caused by any inaccuracies in any information or materials supplied by the buyer.
The seller shall not be liable for any costs claims damages or expenses arising out of any tortuous act or omission or any breach of contract or statutory duty calculated by reference to any profits, income, production or accruals or loss of such profits, income, production or accruals or by reference to accrual of such costs, claims, damages or expenses on a time basis.
12) Default or Insolvency of Buyer
If the buyer shall be in breach of any of its obligations under the contract or if any distress or execution shall be levied on the buyers property or assets or if the buyer shall make any arrangement or composition with its creditors or commit any act of bankruptcy or if any bankruptcy petition be presented against it or (if the buyer is a company) if any resolution or petition to wind up such company shall be passed or presented or if the administrative receiver or administrator of the whole or any part of such companies undertaking, property or assets shall be appointed the seller in its discretion and without prejudice to any other right or claim may by notice in writing determine wholly or in any part and every contract or agreement between the seller and the buyer or may (without prejudice to the sellers right to subsequently terminate the contract for the same cause should so decide) by notice in writing suspend delivery or any further deliveries of goods until any default by the buyer is remedied.
13) Limitation of Liability
The aggregate liability of the seller (whether in Contract or for negligence or breach of statutory duty or otherwise howsoever) to the buyer for any loss or damage of what so ever nature and how so ever caused shall be limited to and in no circumstance shall exceed in the price of the goods.
No statement, descriptions, information, warranty, condition or recommendation contained in any brochure, catalogue, price list, advertisement or communication or made verbally by any of the sellers agents or employees shall be construed to enlarge vary or override in any way any of these conditions.
15) Force Majeure
The seller shall be entitled to delay or cancel delivery or to reduce the amount of goods delivered if and to the extent that it is prevented from or hindered in or delayed in manufacturing, obtaining or delivering the goods by normal route or means of delivery through any circumstances beyond its control including but not limited to strike, lock outs, accidents, illness, war, fire, reduction or unavailability or materials or power at manufacturing plant, breakdown of plant machinery or shortage or unavailability of raw materials from usual sources of supply.
Save as provided for in clauses 12 and 15 above no contract may be cancelled or varied unless by agreement in writing signed by both parties and upon payment to the seller of such amount as may be necessary to indemnify the seller against all loses resulting from the said cancellation.
The seller reserves the right to assign the contract with the buyer or to subcontract the whole or any part thereof to any person, firm or company.
This contract shall be subject to the exclusive jurisdiction of the English courts and shall be construed with accordance with English Law.