Terms & Conditions
1. GENERAL
1) These conditions are the only conditions upon which The Snuggle Sac Co Ltd. (The ”Seller”) is prepared to deal with its customer (“The Buyer”) and they shall govern the contract to the entire exclusion of any other express or implied conditions.
2) These conditions may only be modified by a variation in writing signed on behalf of the Seller by a Director and no other action on the part of the Seller (whether delivery of the goods or otherwise) shall be construed as an acceptance of any other conditions.
3) These conditions (as modified in accordance with paragraph (2) and together with the matters referred to on the face of the Sellers quotation and/or acceptance of order) embody the entire understanding of the parties and supersede any prior promises, representations, undertakings or implications.
4) Any quotation in whatever form given to the Buyer is given subject to these conditions and does not constitute an offer to sell.
2. PERFORMANCE
1) The Seller warrants that the goods at the time of delivery be free from defects in workmanship and materials. If any goods do not conform to this warranty the Seller will at its option:
a) Replace the goods found not to confirm to the warranty
b) Take such steps as the Seller deems necessary to bring the goods into a state where they are free from such defects or
c) take back the goods found not be confirm to the warranty and refund the appropriate part of the purchase price Provided that the liability of the Seller shall in no event exceed the purchase price of the goods, and performance of any one of the above options shall constitute an entire discharge of the Sellers liability under this warranty
2) The foregoing warranty is conditional upon:
a) The Buyer giving written notice to the Seller of the alleged defect in the goods such notice to be received by the Seller within seven days of the time when the Buyer discovers or ought to have discovered the defect and in any event within one month of delivery of the goods and
b) The Buyer affording the Seller a reasonable opportunity to inspect the goods and if so requested by the Seller, returning the allegedly defective goods to the Sellers works, carriage pre paid, for inspection to take place there.
3) Save as provided in paragraph (1) of this condition and in Section 12 of the Sale of Goods Act 1979:
a) All conditions, warranties, express or implied as to the quality or fitness for any purpose of the goods are hereby expressly excluded: and
b) The Seller shall be under no liability for the loss or damage (whether direct, indirect or consequential) howsoever arising which may be suffered by the Buyer.
4) In the event that, notwithstanding the foregoing provisions of this Condition, the Seller is found liable for any loss or damage suffered by the Buyer, that liability shall in no event exceed the purchase price of the goods.
5) The foregoing provisions of this Condition shall not apply to Sales which are made to persons who deal as consumers (as that expression is defined in Section 12 of the Unfair Contract Terms Act 1977, unless the contract is an international supply contract (as described in Section 26 of that Act)
3. PRICE
1) The price for each consignment of the goods will be the Sellers list price last published on the date on which that consignment is despatched to the Buyer.
2) The contract price is exclusive of value added tax or for any similar taxes, levies or duties which will be added to OR charged on invoices at the appropriate rates.
4. PAYMENT
1) Unless otherwise agreed in writing, the Buyer shall pay for the goods by cash on delivery. Where a contract is designated by the Seller as a credit sale, payment will be made by the Buyer not later that the (thirtieth day) from the date upon which the Sellers invoice is despatched to the Buyer.
2) If any payment that is to be made hereunder by the Buyer to the Seller is overdue, interest will be chargeable thereon as well after as before judgement on a day to day basis an annual rate of 2 per cent above the bank of England’s minimum Lending Rate from time to time applicable, until the sum due is paid
3) Where the sum owed by the Buyer to the Seller under this or any other contract is overdue the Seller may withhold any deliveries of goods due to the made under this contract until arrangement as to payments or credit have been established which are satisfactory to the Seller.
5. DELIVERY
1) Delivery of each consignment of the goods shall be made to the place, and in the manner, designated by the Buyer when placing the order provided that the Seller shall be entitled without delivery of the goods until the Buyer has paid all sums due to the Seller hereunder.
2) Unless otherwise expressly agreed in writing any delivery times specified by the Seller in its quotation or otherwise are business estimates only and the Seller will not be liable to the Buyer for any loss or damage (whether direct, indirect or consequential) sustained by the Buyer as a result of the Seller’s failure to comply with such delivery times.
3) If the Buyer being a company shall pass resolution or suffer an order of court to be made for its winding-up or if a receiver shall be appointed, or if a petition for an appointment of an administrator shall be presented in respect of it, or being an individual or partnership shall suspend payment or propose to enter into any composition with creditors or become unable to pay for its debts (or have no reasonable prospect of doing so) or suffer a bankruptcy order, then the Seller may without prejudice to any other right rescind the contract, or suspend or cancel delivery or recover the possession of any goods for which payment in full has not been received.
6. RISK AND PROPERTY
1) The risk in the goods shall pass to the Buyer upon delivery of such goods to the Buyer. However, notwithstanding delivery and the passing of risk in the goods, title and property in the goods including full legal and beneficial ownership, shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full for all goods delivered to the Buyer under this and all other contracts between the Seller and the Buyer for which payment of the full price of the goods there under has not been paid. Payment of the full price of the goods shall include the amount of any interest or any sum payable under the terms of this and all other contracts between the Seller and the Buyer under which the goods were delivered.
2) Until such time as the full price of all such goods has been paid:
a) They shall be held by the Buyer in a fiduciary capacity and stored by the Buyer at its premises such manner that they are clearly identifiable as the goods of the Seller and shall be kept separate from any other goods whether or not supplied by the Seller.
b) They shall be handed over to the Seller on a demand and the Seller shall be entitled to re-take possession of them without prejudice to any of its rights against Buyer and the Seller is hereby granted a licence to enter into the Buyers premises for the purpose of recovering of the goods.
c) The Seller hereby authorises the Buyer to use and/or sell the goods in the normal course of the Buyers business. If the Buyer shall hold the proceeds of the sale on trust for the Seller shall immediately pay the proceeds of the sale into a separate bank account. The Seller shall be entitled to call upon the Buyer to assign all claims that the Buyer may have against purchases from the Buyer.
3) If the Buyer shall allow the goods to become incorporated into or to be used in the manufacture of other goods the full price is paid to the seller the property in the whole of those new gods shall be that of the Seller who shall be entitled to take possession of the new goods and the Seller is hereby granted a licence to enter into the Buyer’s premises for the purpose of recovering the new goods. The Seller shall be entitled to seize the new goods and retain from the proceeds of sale thereof a sum equal to the amount outstanding to it in respect of the price of the goods and shall pay the balance of the sale proceeds to the buyer.
7. DAMAGE OR LOSS IN TRANSIT
1) The Seller will repair or replace free of charge goods damaged or lost in transit where delivery has been made by the Seller’s carrier, provided the Buyer shall give to the Seller and to the carrier written notification of such damage or loss within five days and made a complete claim in writing to the Seller within 10 days of receipt of the goods or in the case of total non-delivery within ten days of the date of despatch.
8. INITIAL DEFECTS
1) The Buyer shall have no claim in respect of any breach of the warranty in Conditions 2(1) of hereof which should have been apparent on a reasonable visual examination of the goods unless the conditions in paragraph (4) hereof are satisfied.
2) If the quantity of the goods delivered does not correspond with the quantity required to be delivered in that consignment the Buyer shall not be entitled to reject the consignment but shall be entitled only:
a) If the quantity delivered is less than the contract quantity to a further delivery of goods to make up the deficiency of (at the Seller’s) option a refund of the appropriate part of the purchase price and
b) If the quantity delivered exceeds the contract quantity to return the excess or to whole in which case the price shall be adjusted at the contract rate then prevailing Provided that the Buyer shall have no entitlement whatsoever in respect of the deficiency unless the conditions in paragraph (4) hereof are satisfied.
3) The Buyer shall have no claim in respect of the fact that the goods delivered are of the wrong description unless the conditions in paragraph (4) hereof are satisfied.
4) The conditions before referred to are that:
a) The receipt for the goods is qualified by a remark to that effect and
b) The claim is made upon the Seller within five days of delivery is confirmed in writing by letter within ten days of delivery.
5) In the event the Buyer shall be treated as having accepted any consignment of the goods if it retains them for longer than ten days after their delivery.
9. STORAGE
1) The Seller shall be entitled to store the goods (or any of them) at the Buyers expense at its own premises or elsewhere if:
a) Where the Buyer is required to collect the goods from the Sellers works the Buyer fails to take delivery at the time specified therefore
b) Where the arrangement is for the goods to be delivered by the Seller, either the Seller is unable to despatch the goods by reason of any act or omission on the part of the Buyer, or the Seller has despatched the goods but the Buyer fails to take delivery thereof
2) The Seller is withholding delivery of the goods pursuant to Condition (3) hereof. The expenses that the Seller may re-claim from the Buyer include any reasonable costs incurred by the Seller (whether by way of storage, insurance or otherwise) in respect of the goods and is expressly declared that it shall be reasonable for the Seller to effect insurance in respect of the goods notwithstanding that the risk therein has been passed to the Buyer.
10. CONFIDENTIAL INFORMATION
1) The Seller has designed products and remains the owner of such designs. The Seller is the owner of the unregistered design rights in all the Snuggle Sac products and branding. The Buyer agrees that when entering any level of discussion regarding such products that all information is confidential. This is to include all information which is now, or at any time hereafter in the possession of the Seller and which relates to the products. Including without limitation, samples, specification, designs, images, drawings, data, know how and other material bearing or incorporating any information relating to the products.
11. CANCELLATION
Contracts are not subject to cancellation without the Sellers written consent. Where cancellation is accepted, the Seller shall in addition to any express terms of acceptance or cancellation to be entitled to re-imbursement of any costs incurred by the Seller in connection with the contract.
12. FORCE MAJEURE
The Seller shall have the right to cancel or to reduce the volume of the goods delivered if it is prevented from or hindered in delivery of the goods through any circumstances beyond its control including (but not limited by) industrial action, war, fire or prohibition or enactment of any kind, without incurring any liability for any loss or damage whatsoever resulting therefore.
13. GOVERNING LAW
The contract is governed by the Law of England and is subject to the exclusive jurisdiction of the English courts except that where the customer is domiciled within a member of state of the EU, this clause shall operate for the exclusive benefit of the Seller and shall not prevent the Seller from taking proceedings against the Buyer in any other country of competent jurisdiction.
Note: The Seller’s prices are calculated on the basis that the above Conditions will apply. Buyer’s requiring prices to be quoted on a different basis should inform the Seller.
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