Thomson Cooper Ltd t/a Ask Engraving – Terms and Conditions
- “The Company” means Thomson Cooper Ltd t/a Ask Engraving of Rear Office Building, Unit 9, Crown Business Park, Old Dalby, Leicestershire, LE14 3NQ
- “Buyer” means the person who buys or agrees to buy the goods from the Company.
- “Conditions” means the terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Company.
- “Goods” means the items which the Buyer agrees to buy from the Company.
- “Price” means the price for the Goods, excluding VAT and any carriage, packaging and insurance costs.
- “Force Majeure Event” has the meaning set out in clause 10.
- 2.1 These Conditions shall form the basis of the contract between the Company and the Buyer in relation to the sale of Goods, to the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document.
- 2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods from the Company pursuant to these Conditions.
- 2.3 Acceptance of delivery of the Goods shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions.
- 2.4 These Conditions may not be varied except by the written agreement of a director of the Company.
- 2.5 These Conditions represent the whole of the agreement between the Company and the Buyer. They supersede any other conditions previously issued.
- 3.1 All quotations are subject to withdrawal or amendment at any time prior to confirmation by the Company or an order for goods referred to therein and are also subject to materials being available at the time of acceptance or order. Clerical errors are subject to correction.
- 3.2 Quotations are subject to acceptance within 30 days from the date of quotation.
- 4.1 The prices displayed on the website do not include carriage or VAT or any other purchase tax which shall be payable by the buyer.
- 4.2 The price of goods shall be the price quoted for the amount of goods stated on the quote, if the number of goods changes the overall price will change too.
- 4.3 If no price is quoted the price of goods shall be the Company’s normal selling price of the goods at the date of acceptance of the order.
Cancellation of Orders
- The Buyer may not cancel a mistaken or incorrect order for Goods which have been manufactured or made up specially (whether in the Buyer’s sales literature or otherwise) or for Goods which are not the Company’s current stock or for which non stock materials have had to be purchased.
5. Payment and Interest
- 5.1 Unless the buyer has a credit account with the Company the contract price for the goods shall be payable at the time of the buyer’s order.
- 5.2 The Company may invoice the buyer at any time on or after the dispatch of the goods. Payment of the price and VAT and carriage shall be due within 30 days of the date of the Company’s invoice.
- 5.3 Interest on overdue invoices shall accrue from the date when payment becomes due calculated on a daily basis until the date of payment at the rate of 2% 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 judgment.
- 5.4 The Buyer shall pay all accounts in full and not exercise any rights of set-off or counter-claim against invoices submitted by the Company.
- 5.5 The Company reserves the right to suspend deliveries or close an account due to poor payment record.
6.Warranties and Liability
- 6.1 The Company warrants that for a period of 24 months commencing on the date of delivery of the Goods (Warranty Period), the Goods shall be of satisfactory quality. The Buyer agrees to inspect the Goods on delivery and notify the Company of any obvious defects within 7 working days of delivery.
- 6.2 The Company’s liability in respect of any defect in or failure of Goods is limited to the supply of replacement Goods or the repair of defective Goods provided that:
- 6.21 the Goods have been installed and used properly: and
- 6.22 the Goods are returned to the Company at the Company’s cost if so requested: and
- 6.23 the defects must arise out of faulty design or the use of faulty materials or bad workmanship on the part of the Company: and
- 6.24 the Goods have not been applied incorrectly or applied and then removed.
- 6.3 The provision of clause 6.2 shall apply to any repaired or replacement Goods.
- 6.4 In respect of Goods not of the Company’s manufacture the Manufacturer’s or Distributer’s or Supplier’s warranties will apply. These warranties extend only to repair or replacement, at the option of the Manufacturer or Distributer or Supplier, of warranted Goods which are returned, carriage prepaid to the Company by the Buyer and which have been determined by the Company or the Manufacturer of Distributer or Supplier to be defective. These warranties do not apply to any Goods which have been:
- 6.41 repaired, altered or applied incorrectly or applied and then removed; or
- 6.42 subjected to misuse, neglect or accident.
- 6.5 If the buyer is aware that the Goods are not in conformity with their specification and, notwithstanding, accepts them, the Company shall have no liability.
- 6.6 All other warranties and conditions, whether express or implied, statutory or otherwise as to quality or fitness of the Goods for any purpose are hereby excluded.
- 6.7 The Company cannot be held responsible for errors in drawings, information, artwork or samples after they have been approved by the Buyer.
- 6.8 The Company shall not in any circumstances whatsoever or however arising be liable to the Buyer for any loss of profit or consequential loss arising out of any defect in the Goods supplied by the Company.
- 6.9 The Company does not make any representations or warranties regarding the suitability of any product for particular or specific uses and accepts no liability whatsoever in relation thereto. Selection of Goods for particular or specific purposes is the sole responsibility of the Buyer.
- 6.10 Nothing in these terms shall limit or exclude the Company’s liability for (a) death or personal injury caused by its negligence or (b) fraud or fraudulent misrepresentation.
7. Delivery of the Goods
- 7.1 Delivery of the Goods shall be made to the address stipulated by the Buyer. The Buyer shall make all arrangements necessary to take delivery of the Goods on the day notified by the Company for delivery.
- 7.2 The Company undertakes to use its 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.
- 7.3 The Company 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.
8. Acceptance of the Goods
- 8.1 The Buyer shall be deemed to have accepted the Goods 7 days after delivery to the Buyer.
- 8.2 The Buyer shall carry out a thorough inspection of the Goods within 7 days and give notice in writing to the Company after discovering that some or all of the goods do not comply with the Warranty above, the Buyer must return the Goods to the Company at the Buyer’s cost and the Company shall, at its option, repair or replace any Goods that are defective, or refund the price of such defective Goods.
- 8.3 Where the Buyer has accepted, or has been deemed to have accepted, the Goods the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
9. Title and risk
- 9.1 Risk shall pass on delivery of the Goods to the Buyer’s stipulated address.
- 9.2 Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Company 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.
- 9.3 The Company may at any time before title passes and without any liability to the Buyer:
- 9.3.1 repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the Buyer’s right to use, sell or otherwise deal in them; and
- 9.3.2 for that purpose (or determining what if any Goods are held by the Buyer and inspecting them) enter any premises of or occupied by the Buyer or the Buyer’s customer.
- 9.4 The Company may maintain an action for the price of any Goods.
- 9.5 All drawings and origination artwork remain the property of the Company.
10. Force Majeure
- 10.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Company including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport network, act of God, war, terrorism, riot, civil commotion, interference by civil of military authorities, national or international calamity, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, earthquake, epidemic or similar events, or default of suppliers or subcontractors.
- 10.2 The Company shall not be liable to the Buyer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
- 10.3 If the Force Majeure Event prevents the Company from providing any of the Goods for more than 4 weeks, the Company shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Buyer.
- 11.1 The Buyer shall hold the Company harmless against any loss, damage or expense resulting from infringement of patents or trade marks arising from compliance by the Company with the Buyer’s design, specification and instructions.
- 12.1 Notices.
- 12.2 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
- 12.3 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
- 12.4 This Contract contains the entire agreement and understanding of the parties relating to the subject matter of this Contract and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral.
- 12.5 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by the Company.
- 12.6 Governing law. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
- 12.7 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).