Taw Valley Crafts Ltd - Terms of Business

1 DEFINITIONS
In these Conditions, the following expressions have the following meanings:
“Buyer”: any person who purchases or agrees to purchase Goods and/or Services from the Seller;
“Goods”: products which are to be sold to the Buyer by the Seller (including any ancillary or incidental services or other supplies);
“Price”: the price for Goods and/or Services;
“Seller”: Taw Valley Crafts Limited whose registered office is at Unit 1, Baron Court, Baron Way, Roundswell, Barnstaple EX31 3TB;
“Services”: services which are to be supplied to the Buyer by the Seller (including any ancillary or incidental goods or other supplies).

2 THESE CONDITIONS TO PREVAIL
2.1 These Conditions apply to all offers, tenders, quotations, acceptances, estimates or contracts for the sale or supply of Goods or Services by the Seller to the Buyer to the exclusion of all other terms and conditions (including any terms or conditions included or incorporated in any Buyer’s purchase order, confirmation of order or other document or acknowledgement) .
2.2 All orders for Goods or Services received by the Seller from the Buyer shall be deemed to constitute an offer by the Buyer to purchase Goods or Services on these Conditions.
2.3 The Buyer’s receipt of delivery of the Goods and/or Services will be conclusive evidence of the Buyer’s unqualified and unconditional acceptance of these Conditions.
2.4 No variation, amendment or waiver of these Conditions, nor any special terms or conditions, will be effective unless agreed in writing by the Seller.

3 PRICE AND CURRENCY
3.1 Subject to Condition 3.2, the Price shall be the Seller’s quoted price and (unless otherwise agreed in writing by the Seller) shall exclude all packing, carriage and insurance charges, installation charges, Customs & Excise duties and/or tariffs and VAT. Quoted Prices shall be inclusive only of the Goods or Services, accessories and work specified in the quotation.
3.2 Quotations shall be open for acceptance for 30 days. The Seller may increase the Price by written notice at any time before it receives the Buyer’s acceptance.
3.3 All Prices quoted for Goods are ex works. If the Seller agrees to arrange for Goods to be sent to (or to the order of) the Buyer, the Buyer shall be responsible for all packing, loading, unloading, carriage and insurance charges.
3.4 Samples will be invoiced at the quoted Price. A credit note will be issued if the sample is returned (carriage paid) in good condition, or if an order for Goods of equal or greater value is received, within 30 days.
3.5 All Prices will be due and payable in the currency quoted by the Seller.

4 PAYMENT
4.1 Unless otherwise agreed, payment of the Price (together with any applicable charges, duties and/or tariffs and VAT) shall be due, without any withholding, set-off or counterclaim, immediately on delivery of Goods ex works or (as the case may be) following provision of the Services. Time for payment shall be of the essence.
4.2 Interest on overdue sums shall accrue and be payable (before and after judgement) and shall be compounded on a daily basis at a rate of 8% per annum above the base rate of Barclays Bank plc from time to time.
4.3 If the Buyer fails to pay any sum due to the Seller on or before the due date for payment, then (without prejudice its other rights and remedies) the Seller may in its entire discretion:
4.3.1 suspend or cancel delivery of any Goods and/or the provision of further Services to the Buyer; and/or
4.3.2 appropriate any payment made by the Buyer to such of the Goods or Services (whether supplied under that or any other contract) as the Seller may decide.

5 SPECIFICATIONS, DESIGNS AND PERFORMANCE
5.1 Specifications, Designs or Configurations
5.1.1 If any Goods or Services are subject to the Seller’s specifications, designs or configurations, they shall be manufactured and/or supplied in accordance with those specifications, designs or configurations.
5.1.2 If any Goods or Services are manufactured and/or supplied in accordance with any specification, design or configuration specified or supplied by the Buyer, the Seller shall not give any warranty as to the quality or fitness for any purpose of the Goods or Services and the Buyer shall indemnify the Seller against any action, claim or demand by any other person that the Goods or Services do not perform any function, are not fit for any purpose or otherwise perform in a defective manner.
5.1.3 The Seller may make changes in the specification, design or configuration of any Goods or Services which the Seller considers are necessary or desirable so as to ensure compliance with any relevant safety or statutory requirements or which do not otherwise materially affect the quality or fitness for purpose of the Goods or Services.
5.2 Intellectual Property
The specifications and design of Goods (including all copyrights, design rights and other intellectual property rights) generated by the Seller shall be and remain the Seller’s property. Where any design or specification is supplied by the Buyer, the Buyer warrants that the use of those designs or specifications for the manufacture, processing, assembly or supply of the Goods or the provision of Services by the Seller does not infringe or conflict with the rights of any other person and the Buyer shall indemnify the Seller against any action, claim or demand by any such person in that regard.
5.3 Performance
Any performance figures or predictions contained in tenders, estimates, quotations, sales specifications, catalogues, brochures or other materials are based upon the Seller’s experience and are indicative only of the performance the Seller would expect to obtain under normal conditions. Only where the Seller specifically states certain performance figures and where the Seller specifically accepts that the Goods will perform in accordance with those figures shall the Seller be responsible for supplying Goods which meet this specification.

6 DELIVERY
6.1 Instalments
6.1.1 The Seller may deliver Goods or Services in instalments. If so agreed, the Seller may separately invoice each instalment.
6.1.2 Any failure on the Buyer’s part to take delivery or pay for any instalment will entitle the Seller:-
6.1.2.1 to suspend further deliveries without notice; and/or
6.1.2.2 to treat the contract for the supply of all of the Goods and/or Services as having been repudiated by the Buyer.
6.1.3 Any defect, delay or omission in respect of any instalment shall not entitle the Buyer to cancel any remaining instalment(s).
6.2 Delays
6.2.1 Any time quoted for despatch or delivery shall be treated as an estimate only and despatch or delivery may be postponed or delayed by the Seller for any reason.
6.2.2 If any delay is caused by default of the Buyer or is at the Buyer’s request, the Buyer shall pay the Seller for Services already performed, materials ordered and labour and other costs incurred or committed to by the Seller, on demand.
6.3 Delivery at Seller’s Premises
6.3.1 Goods shall be delivered to the Buyer at the Seller’s premises and risk in Goods shall pass to the Buyer on delivery.
6.3.2 The Seller may arrange for delivery of Goods to the Buyer’s premises. All packing, loading, unloading, carriage and insurance charges paid by the Seller shall be for the Buyer’s account and shall be due and payable with payment of the Price. Any carrier shall be deemed to be the Buyer’s agent.
6.4 Export and Import Licences
The Buyer shall obtain all necessary export and/or import licences, clearances and other consents necessary for the purchase and export and/or import of the Goods. The Seller shall render all reasonable assistance and provide such documents as may reasonably be requested by the Buyer in this regard. If any licence, clearance or consent is not obtained for any reason, the Buyer shall reimburse to the Seller on demand all costs, outgoings or expenses incurred by the Seller in respect of the Goods and/or Services supplied up to receipt by the Seller of notice of the failure to obtain the consent.

7 COMMISSIONING
7.1 Where the parties agree that Services are to be supplied, or Goods are to be assembled and/or commissioned, at the Buyer’s premises, assembly shall not include the connection of the Goods into any electrical or other facilities which it shall be the Buyer’s responsibility to undertake.
7.2 The Seller shall not give any warranty or incur any liability of any nature in respect of materials, components or other items supplied or specified by the Buyer or its agents, suppliers or distributors (other than the Seller).

8 ACCEPTANCE AND RETURN
8.1 If the Buyer properly rejects Goods which do not conform with the contract, the Buyer shall nonetheless pay the full Price for the Goods unless: -
8.1.1 the Buyer notifies the Seller of such rejection promptly (and in any event within three working days; and
8.1.2 the Buyer returns the Goods (at the Buyer’s risk and cost) on or before the date when payment of the Price would otherwise be due.
8.2 No Goods which conform with the contract will be accepted by the Seller for return, except subject to such terms and conditions as the Seller may decide in its absolute discretion.
8.3 All returns must be in the original packing material and delivered (carriage paid) to such address as the Seller may nominate from time to time.
8.4 Any Goods returned without the Seller’s prior written approval may (in the Seller’s discretion and without prejudice to any other rights or remedies of the Seller) be returned to the Buyer, or stored by the Seller, at the Buyer’s risk and cost.
8.5 If the Buyer does not notify the Seller of any rejection in accordance with Condition 8.1, the Goods will be assumed to comply with the contract on delivery and to be free of any obvious defect or damage which would be apparent on reasonable examination and the Buyer shall be deemed to have accepted them.
8.6 The Seller accepts no responsibility for defects in Goods which have been tested in accordance with the Buyer’s express contractual requirements and have satisfied such tests or in respect of any apparent defect or damage on delivery which should have been detected by the Buyer and which is not notified to the Seller in accordance with Condition 8.1.
8.7 The Seller accepts no responsibility for:-
8.7.1 damage occurring in transit where delivery is not effected by the Seller;
8.7.2 Goods which have suffered or been subject to repairs not authorised or approved by the Seller, undue wear and tear, accident, mis-use, improper operations or application, neglect or overloading; or
8.7.3 consumable items.
8.8 In the case of Goods which are not manufactured by the Seller, the Seller will use all reasonable endeavours to make the benefit of any warranty provided by the manufacturer or distributor available to the Buyer.

9 LIABILITY
9.1 General Limitations
9.1.1 If Goods supplied do not comply with the contract for any reason, the Buyer’s sole remedy (which shall be subject in all respects to these Conditions) shall be limited to the Seller repairing or replacing the Goods concerned or (at the Seller’s option) refunding a proportionate part of the Price.
9.1.2 The Seller’s liability to the Buyer (whether for breach of contract or otherwise howsoever) shall not under any circumstances exceed the Price paid for Goods and/or Services delivered and the Seller shall have no liability for any direct, consequential or indirect loss or expense (including loss of profit) suffered or incurred by the Buyer or any other person having any dealings with the Buyer in connection with the Goods and/or Services.
9.1.3 Except as expressly provided by these Conditions (and subject to Condition 9.3), all warranties, undertakings and conditions, whether implied by statute or otherwise howsoever arising, are hereby excluded by the Seller.
9.2 Risk of Damage to the Buyer’s Property
The Buyer acknowledges that it has been advised that the processes employed by the Seller carry an inherent and unavoidable risk that original materials provided by the Buyer may be defaced, damaged or destroyed and that it is its responsibility to make copies of or otherwise protect or insure its property prior to delivery to the Seller. The Buyer accordingly accepts that the Seller’s liability in respect of any such materials shall at all times be limited to the direct cost of any paint, material or disk contained in or constituting the materials and that the Seller shall have no liability for any indirect or consequential losses or damages, including but not limited to loss of profits, loss of opportunity, loss of marketability or the costs of the recreation, reinstatement or replacement of any representation, artwork, image, text or data contained in or forming part of the materials.
9.3 General
9.3.1 Nothing in these Conditions shall exclude or restrict any liability for death or personal injury (if caused by the negligence of the Seller).
9.3.2 Each term or provision of these Conditions shall be distinct and severable from every other term and condition and the invalidity or unenforceability of any term or provision shall not affect the validity or enforceability of any other term or provision.

10 RETENTION OF TITLE
10.1 Notwithstanding delivery of Goods, no title to or property in Goods will pass to the Buyer until the Seller shall have received payment of the Price (together with any applicable charges, duties and/or tariffs and VAT) in cleared funds and without any withholding, deduction or set-off and all other sums due or payable by the Buyer to the Seller on any account whatsoever shall have been paid or discharged in full.
10.2 The Seller shall be entitled to demand and recover payment of the Price for any Goods notwithstanding that title to or property in them may not have passed to the Buyer at that time.
10.3 If the Buyer fails to comply with any of its obligations under this Condition then, without prejudice to any other right or remedy available to the Seller, all sums due, owing or incurred by the Buyer to the Seller on any account shall become due and payable forthwith and without any demand.

11 MISCELLANEOUS
11.1 Trademarks and other Intellectual Property Rights
The only right granted to the Buyer under these Conditions in respect of any patent, trademark, copyright, registered design, design right or other intellectual property right relating to Goods and owned by the Seller or any supplier to the Seller is the right to use or resell the Goods.
11.2 Force Majeure
11.2.1 The Seller shall not be liable for any delay or default caused by any act of God, war, riot or civil commotion, strike, lock-out, industrial action, combination of workmen, fire, flood, drought, tempest, breakdown or other event generally comprehended in the term “force majeure” or beyond its reasonable control (each an “Event of Force Majeure”) .
11.2.2 The Seller shall notify the Buyer of any actual or anticipated occurrence of any Event of Force Majeure as soon as possible (and in any event within 48 hours of its occurrence). Such notice shall contain a description of the Event of Force Majeure and (if possible) an estimate of any consequential delay in performance.
11.3 Third Party Rights
11.3.1 The benefit of these Conditions and any contract for supply of Goods and/or Services is personal to the Buyer and no such benefit may be assigned or transferred to any person without the Seller’s prior written consent.
11.3.2 Under no circumstances shall the Buyer enter into any contract, agreement or understanding which has or might have the effect of imposing any duties, liabilities or obligations on the Seller which are more onerous or far-reaching than those contained in these Conditions. The Buyer shall indemnify the Seller against any debt, liability or obligation suffered or incurred by the Seller as a result of any breach of this Condition.

12 GOVERNING LAW AND JURISDICTION
These Conditions and any contract between the Buyer and the Seller shall be governed by and construed in accordance with English Law and (for the benefit of the Seller) subject to the exclusive jurisdiction of the English courts.