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Terms and Conditions |
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ORDERS SUBMITTED TO TRADING ANGELS LTD. ARE SUBJECT TO THE TERMS AND CONDITIONS
("THE CONDITIONS") SET OUT BELOW. BY SUBMITTING AN ORDER TO TRADING ANGELS LTD.
YOU ("THE BUYER") AGREE AND ACCEPT TO BE BOUND BY THESE CONDITIONS. THE "GOODS"
MEANS THE GOODS WHICH THE SUPPLIER IS TO SUPPLY UNDER THE CONTRACT. ANY
REFERENCE IN THE CONDITIONS TO WRITING SHALL INCLUDE FACSIMILE AND E-MAIL AND
ANY REFERENCE TO WORKING DAYS SHALL MEAN THE HOURS BETWEEN 0900 HOURS AND 1700
HOURS ON ANY DAY OF THE WEEK EXCLUDING SATURDAYS, SUNDAYS AND PUBLIC HOLIDAYS.
1. SALE
1.1 The Buyer shall place an order for Goods by submitting a completed Purchase
Order. The Supplier shall confirm acceptance of the Buyers order in writing and
will supply the Goods to the Buyer in accordance with the Buyers order.
1.2 These Conditions shall govern the Contract to the exclusion of any other
terms or conditions.
1.3 Any advice or recommendation given by any representative of the Supplier to
the Buyer relating to the Goods which is not confirmed in Writing by the
Supplier will not be binding on the Supplier.
1.4 Any variation to these Conditions must be agreed in Writing between the
Buyer and the Supplier.
2. ORDERS AND QUOTES
2.1 In accepting a quote or submitting an order for the Goods the Buyer
acknowledges that:
2.1.1 all information and specifications relating to the Goods and any material
produced by the Supplier are approximate only; and
2.1.2 the limitations of monitor capabilities and of printers mean that the
colour of the products on the Web Site may vary from the Goods supplied to the
Buyer under the Contract.
2.2 Any error in any quote, sales literature or other document or information
issued by the Supplier or placed upon the Web Site may be corrected without any
liability to the Supplier.
2.3 The Supplier may make any changes in the specification of the Goods to
conform with any statutory or European Union requirements or, where the Goods
are to be supplied to the Supplier's specification, which do not materially
affect their quality or performance.
3. RIGHT OF WITHDRAWAL
3.1 Buyer has the right to withdrawn from the Contract within 7 Working days of
submitting the order for the Goods by giving Written notice of withdrawal.
3.2 The Buyer shall pay the costs of returning the Goods to the Supplier by the
same method as they were delivered in the event that the Goods had been
dispatched by the Supplier prior to receipt of the Written notice of withdrawal.
4. PRICE
4.1 The price of the Goods shall be the price quoted on the Pricing Schedule
supplied on the date of acceptance of the order by the Supplier.
4.2 The price of the Goods does includes delivery and accordingly all prices are
to point of delivery.
4.3 The price for the Goods is exclusive of any applicable value added tax,
which the Buyer shall be liable to pay to the Supplier.
5. PAYMENT TERMS
5.1 Payments shall be made by no later than 30 days from date of receipt of
goods.
5.2 Late payment will be charged at 2% per 4 week period over the due payment
date and will be charged by separate invoice.
6. DELIVERY
6.1 The time place and method for delivery shall be as requested in the Buyer's
order. Where delivery is otherwise than at the Supplier's premises, the Supplier
shall be under no obligation under Section 32(2) Sale of Goods Act 1979.
6.2 Time for delivery shall not be of the essence.
6.3 If the Buyer does not take delivery of the Goods or give the Supplier
adequate delivery instructions then the Supplier may store the Goods until
actual delivery and charge the Buyer for the reasonable costs (including
insurance) of storage. The Supplier shall not owe the Buyer any duty of care
under Clause 6.3 and shall not be liable to the Buyer for any loss, damage or
deterioration of the Goods during storage.
6.4 If there is short delivery the Buyer shall inform the Supplier in Writing
within [10] Working days from the date of delivery. If the Buyer does not so do
the Supplier shall not be responsible for any loss or damage suffered by the
Buyer as a result of the short delivery. If there is short delivery, the
Supplier's liability shall in any case be limited to the price of the Goods not
delivered.
7. RISK AND OWNERSHIP
7.1 Risk of damage or loss of the Goods shall pass to the Buyer on delivery or,
if the Buyer fails to take delivery of the Goods, the time when the Supplier has
tried to deliver the Goods.
7.2 Title in the Goods shall pass to the Buyer on delivery of the Goods.
8. INTELLECTUAL PROPERTY
8.1.1 All intellectual property and other proprietary rights (including, but not
limited to, copyright and trademarks) and all technical, business or similar
information (including but not limited to, all designs, documents and other
materials relating to the Goods) created by the Supplier during the course of
the Contract shall be, and shall remain, the property of the Supplier only.
9. WARRANTY AND LIABILITY
9.1 Nothing in this clause 9 shall exclude the Supplier's liability for death or
personal injury caused by its negligence.
9.2 Subject to the conditions set out below the Supplier warrants that all Goods
will correspond with the Order at the time of delivery and will be free from
defects on delivery.
9.3 If the Supplier is in breach of the warranty contained at clause 9.2 above,
the Buyer shall advise the Supplier in Writing immediately and in any case not
later than [10] working days from the date of discovery of the defect.
9.4 On receiving a notice under clause 9.2 above, the Supplier may, at its sole
option:-
9.4.1 repair the Goods;
9.4.2 replace all or any part of the defective Goods; or
9.4.3 refund the price of those Goods which are defective.
9.5 The warranty contained in clause 9.2 shall be the extent of the Supplier's
liability for defective Goods.
9.6 The Goods are not tested and sold as fit for any particular purpose and any
terms of warranty or condition express implied or statutory to the contrary is
excluded to the fullest extent allowed in law.
9.7 Save as expressly provided in these Conditions, and except where the Goods
are sold to a person dealing as a consumer (within the meaning of the Unfair
Contract Terms Act 1977) all warranties conditions terms and liabilities express
or implied by statute or common law are excluded to the fullest extent permitted
by law and the Supplier will not be liable to the Buyer for any loss of any kind
whatsoever which arises out of the breach of implied warranties or conditions or
breach of any other duty of any kind imposed on the Supplier by operation of
law.
9.8 The Supplier will not be liable for any of the following losses which may
arise by reason of any breach of the Contract or any implied warranty, condition
or other term, any representation or any duty of any kind imposed on the
Supplier by operation of law:
9.8.1 any loss of anticipated profits or expected future business;
9.8.2 damage to reputation or goodwill;
9.8.3 any damages costs or expenses payable by the Buyer to any third party;
9.8.4 loss of any order or contract; or
9.8.5 any consequential loss of any kind.
9.9 Unless otherwise provided in these Conditions, and subject to clause 9.5,
the liability of the Supplier for breach of any express or implied term of this
Agreement shall be limited to the reasonable cost of remedying any defect in the
Goods or other matter constituting a breach and in no circumstances shall the
Supplier's liability exceed the total amount paid by the Buyer to the Supplier
under the Contract.
9.10 If, notwithstanding the provisions of this clause 9, liability attaches to
the Supplier in no circumstances shall the Supplier's liability to the Buyer for
a breach of any express or implied terms of the Contract or any other duty of
any kind imposed on the Supplier by law arising out of or in relation to the
Contract exceed [100].
9.11 Without prejudice to any other provision of this clause 9, the Supplier
will not be in breach of the terms of the Contract for any delay in performing,
or failure to perform, its obligations under the Contract if that delay or
failure was due to any cause or circumstance beyond the Supplier's reasonable
control.
10. INDEMNITY
The Buyer shall indemnify the Supplier against any loss or damage suffered by
the Supplier as a result of any claims brought against the Supplier by any third
party for:-
10.1 any loss, injury or damage caused by the Goods or their use;
10.2 any loss, injury or damage in any way connected with this Contract provided
that this Clause will not require the Buyer to indemnify the Supplier against
any liability for the Supplier's own negligence.
11. EXPORT TERMS
11.1 In these Conditions 'Incoterms' means the international rules for the
interpretation of trade terms of the International Chambers of Commerce in force
on the date when the Contract is made. Unless the context otherwise requires,
any expression which is defined in Incoterms shall have the same meaning in
these Conditions, but if there is any conflict between Incoterms and these
Conditions, these Conditions shall prevail.
11.2 Where the Goods are supplied for export from the United Kingdom, if the
provisions of this Clause 11 are inconsistent with any other provision of these
Conditions, the provisions of this Clause 11 shall prevail.
11.3 The Seller shall be responsible for complying with any legislation or
regulation governing the importation of the Goods into the country of
destination and for the payment of any duties.
11.4 The Buyer shall where applicable:-
11.4.1 not either directly or indirectly export the Goods or any product
incorporating the Goods without first obtaining a licence to export or re-export
from the United Kingdom Government and/or the United States Office of Export
Administration (the "OEA");
11.4.2 comply with the export regulations of the United Kingdom Government
and/or the OEA.
11.5 The Goods shall be delivered DDP and the Supplier shall be under no
obligation to give notice under section 32(3) of the Sale of Goods Act 1979.
12. TERMINATION
12.1 The Supplier may terminate this Contract or any other contract between the
parties and may cancel or suspend future deliveries (under this Contract or any
other contract) if the Buyer:-
12.1.1 is in breach of these Conditions or any other contract between the
parties; or
12.1.2 has a petition presented for its winding up or for an administration
order to be made in respect of it; has a receiver or administrative receiver
appointed over it or any of its assets; resolves to wind itself up (other than
for a solvent reorganization); has a bankruptcy order made against it or any of
its partners; or enters, or proposes to enter into a composition or voluntary
arrangement with its creditors.
12.2 On termination, the Buyer shall pay to the Supplier all costs, expenses
(including legal and other fees incurred), arrears, charges or other payments
arising in respect of the Goods under the contract.
12.3 Termination shall not affect either party's accrued rights under the
Contract.
13. WITHDRAWAL AND USE OF GOODS
13.1 The Supplier may withdraw the sale or distribution of any goods produced by
or generally supplied by the Supplier without prior notice, or liability, to the
Buyer.
13.2 If the Supplier provides the Buyer with information about the use for which
the Goods are designed and about any conditions necessary to ensure that the
Goods will be safe then the Buyer shall use the Goods accordingly.
14. GENERAL
14.1 Any notice required under these Conditions shall be in Writing addressed to
the other party at its registered office or principal place of business or any
other address notified by the receiving party to the party giving the notice.
Any notice shall be deemed to be served:
14.1.1 if sent by pre-paid first class post to the party to whom it is given, on
the second Working Day after posting; or
14.1.2 if sent by pre-paid air-mail post to the party to whom it is given, on
the seventh Working Day after posting; or
14.1.3 if sent by fax to the recipient's fax number at the date and time given
on the sender's transmission acknowledgement slip or (in the case of manifest
error or loss of the slip) on receipt.
14.2 If any of these Conditions is held by any competent authority to be
unlawful, invalid or unenforceable in whole or in part then the validity of the
other provisions of these Conditions and the remainder of the provision in
question shall not be affected thereby and shall continue to be valid and
enforceable to the fullest extent permitted by law.
14.3 The Contract and these Conditions shall be under English law and the
parties submit to the exclusive jurisdiction of the English Courts if there are
any disputes between them of any kind.
14.4 The Buyer shall not transfer, assign or sub-contract its obligations under
the Contract without the Supplier's prior consent in Writing.
14.5 Failure or neglect by the Supplier to enforce at any time any of these
Conditions shall not be a waiver of the Supplier's rights and it shall not
affect the validity of the whole or any part of these Conditions or prejudice
the Supplier's right to take subsequent action.
The Registered company address for Trading Angels is:
21-23 STATION ROAD
GERRARDS CROSS
BUCKINGHAMSHIRE
SL9 8ES
United Kingdom
Registered company number: 4390521
Please address all correspondance to the address on Contact Us
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Terms and conditions