Terms of Service

STANDARD TERMS AND CONDITIONS
FOR THE SALE OF GOODS

1. Application of Conditions
1.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance
with any quotation or offer of the Seller which is accepted by the Buyer, or any
order of the Buyer which is accepted by the Seller.
1.2 These Conditions shall govern the Contract to the exclusion of any other terms
and conditions subject to which any such quotation is accepted or purported to
be accepted, or any such order is made or purported to be made, by the
Buyer.
2. Interpretation
2.1 In these Conditions: –
“Business Day” means any day other than a Saturday, Sunday or bank holiday;
“The Buyer” means the person who accepts a quotation or offer of the Seller
for the sale of the Goods or whose order for the Goods is
accepted by the Seller;
“Calendar Day” means any day of the year;
“The Contract” means the contract for the purchase and sale of the Goods
under these conditions;
“These means the standard terms and conditions of sale set out in
Conditions” this document and (unless the context otherwise requires)
includes any special terms and conditions agreed in writing
between the Buyer and the Seller;
“The Delivery means the date on which the Goods are to be delivered as
Date” stipulated in the Buyer’s order and accepted by the Seller;
“The Goods” means the goods (including any instalment of the goods or any
parts for them) which the Seller is to supply in accordance with
these Conditions;
“Month” means a calendar month;
“The Seller” means TVM Cheltenham Limited, a company registered in
England under 5224176;
“Writing” includes any communications effected by telex, facsimile
transmission, electronic mail or any comparable means.
2.2 Any reference in these Conditions to a statute or a provision of a statute shall
be construed as a reference to that statute or provision as amended, reenacted
or extended at the relevant time.
2.3 The headings in these Conditions are for convenience only and shall not affect
their interpretation.
3. Basis of Sale
3.1 The Seller’s employees or agents are not authorised to make any
representations concerning the Goods unless confirmed by the Seller in
writing. In entering the Contract the Buyer acknowledges that it does not rely
on, and waives any claim for breach of, any such representations which are
not so confirmed.
3.2 No variation to these Conditions shall be binding unless agreed in writing
between the authorised representatives of the Buyer and the Seller.
3.3 Sales literature, price lists and other documents issued by the Seller in relation
to the Goods are subject to alteration without notice and do not constitute
offers to sell the Goods which are capable of acceptance. An order placed by
the Buyer may not be withdrawn cancelled or altered prior to acceptance by
the Seller and no contract for the sale of the Goods shall be binding on the
Seller unless the Seller has issued a quotation which is expressed to be an
offer to sell the goods or has accepted an order placed by the Buyer by
whichever is the earlier of: –
3.3.1 the Seller’s written acceptance;
3.3.2 delivery of the Goods; or
3.3.3 the Seller’s invoice.
3.4 Any typographical, clerical or other accidental errors or omissions in any sales
literature, quotation, price list, acceptance of offer, invoice or other document
or information issued by the Seller shall be subject to correction without any
liability on the part of the Seller.
4. Orders and Specifications
4.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller
unless and until confirmed in writing by the Seller’s authorised representative.
4.2 The specification for the Goods shall be those set out in the Seller’s sales
documentation unless varied expressly in the Buyer’s order (if accepted by the
Seller). The Goods will only be supplied in the minimum units (or multiples)
stated in the Seller’s price list or in multiples of the sales outer as specified.
Orders received for quantities other than these will be adjusted accordingly,
illustrations, photographs or descriptions whether in catalogues, brochures,
price lists or other documents issued by the Seller are intended as a guide
only and shall not be binding on the Seller.
4.3 The Seller reserves the right to make any changes in the specification of the
Goods which are required to conform with any applicable safety or other
statutory or regulatory requirements or, where the Goods are to be supplied to
the Seller’s specification, which do not materially affect their quality or
performance.
4.4 Any order which has been accepted by the Seller may be cancelled by the
Buyer as set out in item 10.
5. Price
5.1 The price of the Goods shall be the price listed in The Quotation that was
supplied100.00 for the specific job current at the date of acceptance of the
Buyer’s order or such other price as may be agreed in writing by the Seller and
the Buyer.
5.2 Where the Seller has quoted a price for the Goods other than in accordance
with the Seller’s published price list the price quoted shall be valid for 30 days
only or such lesser time as the Seller may specify.
5.3 The Seller reserves the right, by giving notice to the Buyer at any time before
delivery, to increase the price of the Goods to reflect any increase in the cost
to the Seller which is due to any factor beyond the control of the Seller (such
as, without limitation, any foreign exchange fluctuation currency regulation,
alteration of duties, significant increase in the costs of labour, materials or
other costs of manufacture), any change in delivery dates, quantities or
specifications for the Goods which is requested by the Buyer, or any delay
caused by any instructions of the Buyer or failure of the Buyer to give the
Seller adequate information or instructions.
5.4 Except as otherwise stated under the terms of any quotation or in any price list
of the Seller, and unless otherwise agreed in writing between the Buyer and
the Seller, all prices (for orders of more than £100.00) are inclusive of the
Seller’s charges for packaging and transport.
5.5 The price is inclusive of any applicable value added tax excise, sales or taxes
or levies of a similar nature which are imposed or charged by any competent
fiscal authority in respect of the Goods, which the Buyer shall be additionally
liable to pay to the Seller.
6. Payment
6.1 Subject to any special terms agreed in writing between the Buyer and the
Seller, the Seller shall invoice the Buyer for the price of the Goods on or at any
time after delivery of the Goods, unless the Goods are to be collected by the
Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which
event the Seller shall be entitled to invoice the Buyer for the price at any time
after the Seller has notified the Buyer that the Goods are ready for collection
or (as the case may be) the Seller has tendered delivery of the Goods.
6.2 The Buyer shall pay the price of the Goods (less any discount or credit
allowed by the Seller, but without any other deduction credit or set off) within
30 days of the date of the Seller’s invoice or otherwise in accordance with
such credit term as may have been agreed in writing between the Buyer and
the Seller in respect of the Contract. Payment shall be made on the due date
notwithstanding that delivery may not have taken place and/or that the
property in the Goods has not passed to the Buyer. The time for the payment
of the price shall be of the essence of the Contract. Receipts for payment will
be issued only upon request.
6.3 All payments shall be made to the Seller in Pounds Sterling at its office as
indicated on the form of acceptance or invoice issued by the Seller.
7. Delivery
7.1 Delivery of the Goods shall be made by the Seller delivering the Goods to the
place in the United Kingdom specified in the Buyer’s order and/or the Seller’s
acceptance as the location to which the Goods are to be delivered by the
Seller or, if no place of delivery is so specified, by the Buyer collecting the
Goods at the Seller’s premises at any time after the Seller has notified the
Buyer that the Goods are ready for collection.
7.2 The Delivery Date is approximate only and time for delivery shall not be of the
essence unless previously agreed by the Seller in writing. The Goods may be
delivered by the Seller in advance of the Delivery Date upon giving reasonable
notice to the Buyer.
7.3 Where the Goods are to be delivered in instalments, each delivery shall
constitute a separate contract and failure by the Seller to deliver any one or
more of the instalments in accordance with these Conditions or any claim by
the Buyer in respect of any one or more instalments shall not entitle the Buyer
to treat the Contract as a whole as repudiated.
7.4 If the Buyer fails to take delivery of the Goods or any part of them on the
Delivery Date and/or fails to provide any instructions, documents, licences,
consents or authorisations required to enable the Goods to be delivered on
that date, the Seller shall be entitled upon given written notice to the Buyer to
store or arrange for the storage of the Goods and then notwithstanding the
provision of Condition 10.1 of these Conditions risk in the Goods shall pass to
the Buyer, delivery shall be deemed to have taken place and the Buyer shall
pay to the Seller all costs and expenses including storage and insurance
charges arising from such failure.
8. Risk and Retention of Title
8.1 Risk of damage to or loss of the Goods shall pass to the Buyer when the
goods have been delivered and accepted.
8.2 Notwithstanding delivery and the passing of risk in the Goods, or any other
provision of these Conditions, legal and beneficial title of the Goods shall not
pass to the Buyer until the Seller has received in cash or cleared funds
payment in full of the price of the Goods.
8.3 [Sub-clause 8.2 notwithstanding, legal and beneficial title of the Goods shall
not pass to the Buyer until the Seller has received in cash or cleared funds
payment in full of the price of the Goods and any other goods supplied by the
Seller and the Buyer has repaid all moneys owed to the Seller, regardless of
how such indebtedness arose.]
8.4 Until payment has been made to the Seller in accordance with these
Conditions and title in the Goods has passed to the Buyer, the Buyer shall be
in possession of the Goods as bailee for the Seller and the Buyer shall store
the Goods separately and in an appropriate environment, shall ensure that
they are identifiable as being supplied by the Seller and shall insure the Goods
against all reasonable risks.
8.5 The Buyer shall not be entitled to pledge or in any way charge by way of
security for any indebtedness any of the goods which remain the property of
the Seller, but if the Buyer does so all money owing by the Buyer to the Seller
shall (without prejudice to any other right or remedy of the Seller) forthwith
become due and payable.
8.6 The Buyer’s right to possession of the Goods in which the Seller maintains
legal and beneficial title shall terminate if;
8.6.1 The Buyer commits or permits any material breach of his obligations
under these Conditions;
8.6.2 The Buyer is or becomes the subject of a bankruptcy order or takes
advantage of any other statutory provision for the relief of insolvent
debtors.
9. Right to Return the Goods and to Receive a Refund
9.1 If the Buyer is not satisfied with any Goods purchased from the Seller, the
Buyer may cancel the Contract and return the Goods to the Seller and obtain
a refund of the price of the returned Goods, provided: –
9.1.1 The Buyer informs TVM Cheltenham Ltd. of the decision to cancel the
Contract within 14 Calendar Days of delivery of the Goods; and
9.1.2 The Goods are returned in their original condition; and
9.1.3 The Goods are returned in accordance with condition 10.3 below.
9.2 While the Goods remain in the Seller’s possession the Seller is under a duty to
ensure that the Goods are kept safe and secure.
9.3 The following transportation charges will apply: –
9.3.1 If the total purchase price of the returned Goods is less than £50.00 the
charge payable by the Buyer for the return is £0.00.
9.3.2 If the total purchase price of the returned Goods is more than £50.00
the charge payable by the Buyer for the return is £0.00.
9.4 Where the Goods are custom made to the order of the Buyer, the Buyer shall
not be entitled to return the Goods and receive a refund unless the Goods are
faulty. The statutory rights of the Buyer are unaffected.
9.5 In the event of Returning goods, please contact our customer services by
either of the following methods. Email: [email protected] or by telephone
on 01242 663800. We will then arrange to have them collected.
10. Guarantees
The Seller guarantees all goods against faulty workmanship and manufacturing
defects for 12 Months from the Delivery Date
OR
The Seller provides no additional guarantees.
11. Confidentiality, Publications and Endorsements
11.1 The Buyer undertakes to the Seller that: –
11.1.1 the Buyer will regard as confidential the contract and all information
obtained by the Buyer relating to the business and/or products of the
Seller and will not use or disclose to any third party such information
without the Seller’s prior written consent provided that this undertaking
shall not apply to information which is in the public domain other than
by reason of the Buyer’s default;
11.1.2 the Buyer will not use or authorise or permit any other person to use
any name, trademark, house mark, emblem or symbol which the Seller
is licensed to use or which is owned by the Seller upon any premises
note paper visiting cards advertisement or other printed matter or in
any other manner whatsoever unless such use shall have been
previously authorised in writing by the Seller and (where appropriate)
its Licensor;
11.1.3 the Buyer will use all reasonable endeavours to ensure compliance
with this Condition by its employees, servants and agents.
11.2 This Condition shall survive the termination of the Contract.
12. Communications
12.1 All communications between the parties about the Contract shall be in writing
and delivered by hand or sent by pre-paid first class post or sent by fax or sent
by electronic mail:
12.1.1 (in case of communications to the Seller) to its registered office or such
changed address as shall be notified to the Buyer by the Seller; or
12.1.2 (in the case of the communications to the Buyer) to the registered
office of the addressee (if it is a company) or (in any other case) to any
address of the Buyer set out in any document which forms part of the
Contract or such other address as shall be notified to the Seller by the
Buyer.
12.2 Communications shall be deemed to have been received:
12.2.1 if sent by pre-paid first class post, two Business Days after posting
(exclusive of the day of posting); or
12.2.2 if delivered by hand, on the day of delivery; or
12.2.3 if sent by fax or electronic mail on a Business Day prior to 4.00 pm, at
the time of transmission and otherwise on the next Business Day.
12.3 Communications addressed to the Seller shall be marked for the attention of
Kevin O’Leary.
13. Force Majeure
13.1 In the event that either party is prevented from fulfilling its obligations under
this Agreement by reason of any supervening event beyond its control
including but not limited to war, national emergency, flood, earthquake, strike
or lockout (subject to Sub-clause 14.2) the party shall not be deemed to be in
breach of its obligations under this Agreement. The party shall immediately
give notice of this to the other party and must take all reasonable steps to
resume performance of its obligations.
13.2 Sub-clause 14.1 shall not apply with respect to strikes and lockouts where
such action has been induced by the party so incapacitated.
13.3 Each party shall be liable to pay to the other damages for any breach of this
Agreement and all expenses and costs incurred by that party in enforcing its
rights under this Agreement.
13.4 If and when the period of such incapacity exceeds 6 months then this
Agreement shall automatically terminate unless the parties first agree
otherwise in writing.
14. Waiver
No waiver by the Seller of any breach of the Contract by the Buyer shall be
considered as a waiver of any subsequent breach of the same or any other provision.
15. Severance
If any provision of these Conditions is held by any competent authority to be invalid or
unenforceable in whole or in part the validity of the other provisions of these
Conditions and the remainder of the provision in question shall not be affected
thereby.
16. Third Party Rights
A person who is not a party to the Contract shall have no rights under the Contract
pursuant to the Contracts (Rights of Third Parties) Act 1999.
17. Consumer Rights
The provisions of these Terms and Conditions are in addition to and do not affect the
Buyer’s statutory rights as a consumer.
18. Governing Law and Jurisdiction
The Contract shall be governed by the laws of England and Wales and the parties
submit to the exclusive jurisdiction of the English and Welsh courts.