- The ‘Buyer’ means the company or person who buys or agrees to buy goods from the seller.
- The ‘Seller’ means ‘The Chocolate Frog Company Ltd’ - a company trading in the United Kingdom and operating under English law.
- ‘Conditions’ means the conditions of sales set out in this document and any special conditions agreed in writing by the seller.
- The ‘Goods’ means any item subject to supply by the Seller to the Buyer as part of a Supply Agreement, and shall include hardware, software, and firmware.
- ‘Despatch’ of Goods shall be considered as the despatch of the items from the Seller’s facility or from any other facility so designated by the Seller as the appropriate point of despatch.
These conditions shall apply to all contracts and orders for the sale of goods by the Seller to the Buyer to the exclusion of all other Terms and Conditions including any which the Buyer may purport to apply under any purchase order, confirmation of order or similar document, except insofar as any additional terms that the Seller may apply prior to the agreement of a contract between Seller and Buyer shall take precedence.
No variation or addition to these conditions shall be effective unless agreed in writing by the Seller.
No contract for the sale of goods shall arise until the Seller despatches the goods to the Buyer.
Acceptance of delivery of goods shall be deemed conclusive evidence of the Buyer’s acceptance of these conditions.
Nothing in these conditions shall affect the statutory rights of any consumer more than the law permits.
The price shall be that on the Seller’s current price list (or if applicable the price contained in the Seller’s quotation).
The Seller reserves the right to revise prices prior to despatch of goods to reflect any direct or indirect increase in costs to the Seller but if the price has been paid in full prior to despatch no price revision may take place without the prior written agreement of the Buyer.
All prices are exclusive of VAT and any other Duties that may from time to time be applied by the UK Government, which shall be paid in addition if applicable according to legal requirements.
All prices are exclusive of Import Duties or any other Landing charges that may be from time to time applied by the Authorities of the destination country or of any other intermediate transit point.
Payment must be made in full before the despatch of any goods except where the buyer has an agreed credit account.
If any act or proceedings shall be commenced in which the Buyer’s solvency is concerned, all monies under any transaction covered by these conditions shall become immediately due and payable.
4. PAYMENT TERMS FOR AGREED CREDIT ACCOUNT
The Seller’ Standard Credit Account Terms shall be 30 days from Invoice date except where otherwise agreed by special arrangement. Such arrangement shall only be made in writing by the Seller.
5. INTEREST ON OVERDUE INVOICES AND RETURNED PAYMENTS.
Interest on overdue invoices and returned payments shall accrue from the date when payment becomes due from day-to-day until the date of payment at 3.5% over National Westminster bank base rate per calendar month both before and after any judgement.
All invoices shall be paid in full, free from any deduction for any set-off, counterclaim or otherwise howsoever.
Any returned payments will be subject to an administrative charge of £10.00 per return.
6. WARRANTY AND LIABILITY
The Buyer must satisfy themselves as to the suitability of the products for their intended use. Where items are supplied against a Part Number provided by the Supplier, the Seller accepts no liability regarding suitability of the item provided against that Part Number for the Buyer’s requirements
Except where the Buyer is dealing as a consumer, all other warranties, conditions or terms relating to fitness for purpose, merchantability or condition of the goods, whether implied by statute, common law or otherwise are excluded and the buyer warrants that the buyer is satisfied as to the suitability of the goods for the buyer’s purpose.
The Seller will accept no liability for any loss or damage however caused, resulting from the use of the products, whether for injury, profit or data loss.
Whilst every reasonable effort shall be made to keep any delivery date, time of delivery shall not be of the essence and the Seller shall not be liable for any losses, costs, damages or expenses incurred by the Buyer or any other person or company arising directly or indirectly out of any failure to meet estimated delivery dates.
Unless otherwise agreed the Seller may deliver by instalments and in such case each instalment shall be treated as a separate contract and any delay, default or non-delivery in respect of any instalment by the seller shall not entitle the buyer to cancel the remainder of the contract.
Failure by the Buyer to pay any instalment or delivery when due shall entitle the Seller to withhold further deliveries and the Buyer shall be liable for any costs incurred by the Seller relating to such goods which the Seller is then entitled to withhold.
Delivery of the goods shall be made to the Buyer’s nominated address and the Buyer shall make arrangements necessary to take delivery of the goods whenever they are tendered for delivery. Costs arising from the failure of the Buyer or his nominee to accept delivery shall not be to the Account of the Seller.
8. OWNERSHIP AND RISK
The risk in goods shall pass to the Buyer upon despatch of the goods or upon the goods being appropriated to the Buyer but kept at the Seller’s premises at the Buyer’s request.
The Seller remains the owner of the goods affected by the contract until the Seller has been paid in full for such goods.
If any payment due under these conditions is overdue in whole or part, the Seller may without prejudice to any of its other rights recover and/or re-sell the goods or any of them and may enter on the buyers premises by its servants or agents to recover the goods and the Buyer shall be liable for all the Seller’s costs in doing so.
If the Buyer is a consumer and properly rejects any of the goods which are not in accordance with the contract, the Buyer shall nonetheless pay the full price for such goods unless the Buyer promptly gives notice of the rejection to the Seller and at the Buyer’s costs return such goods to the Seller in good condition.
In the case of any other sale the Buyer shall inspect the goods immediately upon delivery and shall notify the Seller within five days of delivery if the goods are damaged or do not comply with the contract.
Any goods in respect of which any claim of defect or damage is made shall be preserved by the Buyer intact together with the original packing and the Buyer’s risk and either:
A) Retained by the Buyer for a reasonable period to enable the Seller or its agent to inspect or collect the goods or
B) At the Seller’s option returned by the Buyer to the Seller who will refund the cost of postage and packing to the Buyer if the goods are in fact defective.
9. CANCELLATION RETURNS
No contract shall be cancelled nor shall any goods that are in accordance with the contract be returned without the prior written approval of the Seller and on terms to be determined at the absolute discretion of the Seller.
Unless the Seller at its discretion decides otherwise, if the Seller agrees to accept the return of any such goods then:
A) A ‘Goods Return Number’ obtained from the Seller must be clearly shown on the returning parcels.
B) The Buyer will be liable for the cost of remedying any damage to the goods returned where such damage has, in the opinion of the Seller, been caused by the goods being inadequately packaged by the Buyer or through the Buyer’s fault.
C) Where the goods relate to data or to documentation, the Buyer shall be liable for the costs of modifying any data or documentation except where it can be demonstrated that the data or documentation so shown has been provided by the Seller and is inaccurate.
D) The Seller reserves the right to make a handling and restocking charge of 25% on goods that are returned if they were ordered in error or are no longer required.
10. FORCE MAJEURE
The Seller will not be under any liability whatsoever in the event that the Seller is prevented or delayed from supplying or making delivery of any goods for any reason or cause beyond the Seller’s control.
11. NO WAIVER
The Seller’s failure to insist upon strict performance of any provision of these conditions shall not be deemed to be a waiver of its rights or remedies in respect of any present or future default of the Buyer in performance or compliance with any of these conditions.
Except as may be implied by law where the Buyer is dealing as a consumer, in the event of any breach of these conditions by the Seller the remedies of the Buyer shall be limited to damages which shall in no circumstances exceed the price of the goods and the Seller shall under no circumstances be liable to any indirect, incidental or consequential damages.
Items are supplied subject to the Laws of the United Kingdom.
Arbitration will be independently assessed under the Court System of the United Kingdom.