TERMS AND CONDITIONS OF SALE 10/08/18
We are trade only suppliers.
These terms and conditions (Conditions) set out the basis on which A.L. Younger Limited (company registration number 1624083) trading as ‘Wessex Pictures’ (Us/We/Our) will provide goods (Goods) to the person or firm who purchases the Goods from Us (You/Your).
2. THE CONTRACT
2.1 These Conditions apply to the contract between you and us for the sale of the Goods (Contract) to the exclusion of any other implied term that you seek to impose or incorporate.
2.2 The order for the Goods (Order) constitutes an offer by you to purchase the Goods in accordance with these Conditions. You are responsible for ensuring that any applicable specification (Specification) submitted by you is complete and accurate.
2.3 The Order shall only be deemed to be accepted when we issue a written acceptance of the Order, at which point the Contract shall come into existence.
2.4 The Contract constitutes the entire agreement between the parties. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in the Contract.
2.5 Any samples, drawings, descriptive matter, or advertising produced by us and any descriptions or illustrations contained in our catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
2.6 We reserve the right to amend the Specification if required by any applicable statutory or regulatory requirements.
3. PRICE AND DELIVERY COSTS
3.1 Whilst prices are set out in our price list these are indicative only and shall not constitute an offer. Price increases are sometimes unavoidable after a price list has been printed. The price invoiced will therefore be the price of the Goods as at the time of despatch. We recommend that you telephone to confirm current prices and/or check our website, if this is an important factor.
3.2 Prices are stated in pounds sterling and are exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to you.
3.3 The minimum Order value excluding VAT and delivery charges (including back orders) is £15.00 and delivery charges start at £7.50.
3.4 For deliveries made via Wessex Van Delivery, the carriage paid order will be £75.00.
3.5 For deliveries made via National Carrier, carriage paid will be as follows:
To UK Mainland (exc. N.Ireland, C.Islands, Isle of Wight., Scotland & Scottish Highlands- £125.00
To N.Ireland, C.Islands, Isle of Wight. Scotland & Scottish Highlands – P.O.A.
3.6 If you are ordering large quantities of Goods, discount may be available on request.
3.7 The price of the Goods is exclusive of VAT, which will be calculated at the appropriate rate on the total price for the Goods after all discounts have been deducted.
4.1 Payment must be received immediately on delivery.
4.2. For account customers only, invoices must be paid in full and cleared funds within 30 days of the date of the invoice (unless we agree otherwise) by cash, cheque, most credit cards, or BACS (by prior arrangement).
4.3 Time of payment is of the essence and a represented and returned cheque will carry an administrative fee of £15.00.
4.4 If you fail to make any payment due to us under the Contract by the due date for payment (Due Date), then you shall pay interest on the overdue amount at the rate of 5% per annum above Nat West Plc Bank's base rate from time to time. Such interest shall accrue on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.
4.5 You shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and you shall not be entitled to assert any credit, set-off or counterclaim against us in order to justify withholding payment of any such amount in whole or in part. We may at any time, without limiting any other rights or remedies we may have, set off any amount owing to us by you against any amount payable by us to you.
4.6 If you wish to open a credit account you must supply one bankers’ reference and two trade references (from within the framing industry). We may undertake a search with a credit reference agency before providing credit facilities.
4.7 The Seller reserves the right to refuse to execute any order or contract if the arrangements for payment or the credit of the Buyer appear to be or become unsatisfactory
4.8 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate. The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.
5. INSURANCE FOR GOODS IN TRANSIT
5.1 Where we collect an item from you for repair or for other work, and we are also requested to return the same item back to you, once the work has been completed, you are entirely responsible for insuring your goods for their full value while in transit.
5.2 We do not provide goods in transit insurance cover for your goods while in transit or while the goods are being loaded or unloaded, unless you have specifically requested it.
5.3 You will be deemed to have made the necessary arrangements to insure your property for its full value during the transit, including loading and unloading. We will not be liable for any financial loss whatsoever in respect of lost or damaged goods
5.4 If you require us to insure your goods in transit, you must advise us of the full replacement value of the goods being carried as part of our contract, before we collect the goods from you.
5.5 We are able, but only upon your request, to make special arrangements for goods in transit insurance cover for your goods, should you be unable to make these arrangements yourself. You will be charged the relevant insurance premium for the cover provided, and it is your responsibility, as the owner of the goods, to ensure that these arrangements are in place prior to the goods being collected from your premises.
6.1 We shall deliver the Goods to the location set out in the Order or such other location as we jointly agree (Delivery Location) at any time after we notify you that the Goods are ready.
6.2 The cut-off times for placing orders as are follows: Wessex Van Delivery– 2.30pm/National Carrier Delivery– 12.00pm.
6.3 Any back orders under £30.00 will be sent with your next carriage paid order.
6.4 Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.
6.5 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.
6.6 We shall have no liability for any failure to deliver the Goods, or any delay in delivery, to the extent that such failure or delay is caused by an event of Force Majeure or your failure to provide we with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
6.7 If within 21 business days of us having notified you that the Goods were ready for delivery, you have not taken or accepted delivery of them, we may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to you for any excess over the price of the Goods or charge you for any shortfall below the price of the Goods.
6.8 We may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle you to cancel any other instalment.
6.9 Notification of non-delivery must be made by you within 7 days of receipt by you of our invoice.
7. TITLE AND RISK
7.1 The risk in the Goods passes to you upon delivery.
7.2 Ownership of the Goods shall remain with us until we receive all sums due to us in full and cleared funds.
7.3 Until title to the Goods has passed to you, you shall:
7.3.1 hold the Goods on a fiduciary basis as our bailee;
7.3.2 store the Goods separately from all other goods held by you so that they remain readily identifiable as our property;
7.3.3 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
7.3.4 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
7.3.5 notify us immediately if you become subject to any of the events listed in clause 10.2; and
7.3.6 give us such information relating to the Goods as we may require from time to time, but you may resell or use the Goods in the ordinary course of your business.
7.4 We may exercise our right to recover goods which we retain title to if payment is not received by the Due Date or you become subject to (or we reasonably believe that you are about to become subject to) any of the events listed in clause 10.2. We may enter your premises or the premises of any third party where the Goods are stored for the purposes of recovering the Goods.
8. INSPECTION AND DEFECTIVE GOODS
8.1 You are responsible for inspecting the Goods on delivery and we shall be under no liability for short deliveries, defective or damaged goods that would be apparent on careful inspection at the time of delivery.
8.2 You must give written notice within 3 days from the date of actual delivery of the Goods if there is any shortage of the Goods ordered or if the Goods are damaged or defective, failing which the Goods shall be deemed to have been delivered undamaged, without defect and in accordance with the Order.
8.3 On receipt of the notice referred to in clause 8.2 above, you shall allow us a reasonable opportunity to inspect the Goods before you use them.
8.4 In the event of a short delivery, you shall not be entitled to reject the Goods but shall accept the Goods as part performance of the Order, following which we shall deliver the missing Goods.
8.5 In the event that the Goods are defective and such defect has been caused by faulty design, workmanship or materials, or the Goods are damaged prior to you receiving them, we will, at our option, either repair or replace the Goods or provide a refund (if payment for the Goods has been received).
8.6 Please note that we do not accept mitred lengths of moulding or cut mounts for credit.
9. CANCELLATION AND RETURN
9.1 We supply goods to trade customers only, acting in the course of their business. You do not therefore have the right to rely on the cancellation provisions of The Consumer Protection (Distance Selling) Regulations 2000.
9.2 We may, at our absolute discretion, agree for an Order to be cancelled but in doing so, will seek to recover from you all costs, expenses and losses incurred as a result of such cancellation.
9.3 If Goods are being returned, with the exception of returnable empties, you must obtain returns authorisation from one of our authorised managers.
10.1 If you become subject to any of the events listed in clause 10.2, or we reasonably believe that you are about to become subject to any of them and notify you accordingly, then, without limiting any other right or remedy available to us, we may cancel or suspend all further deliveries under the Contract or under any other contract between you and us without incurring any liability to you, and all outstanding sums in respect of Goods delivered to you shall become immediately due.
10.2 For the purposes of clause 10.1, the relevant events are:
10.2.1 you suspend, or threaten to suspend, payment of your debts, or are unable to pay your debts as they fall due or you admit inability to pay those debts, or (being a company) you are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) are deemed either unable to pay your debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) have any partner to whom any of the foregoing apply;
10.2.2 (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the company or an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed;
10.2.3 (being an individual) you are the subject of a bankruptcy petition or order, you die or, by reason of illness or incapacity (whether mental or physical), are incapable of managing your own affairs or become a patient under any mental health legislation; or
10.2.4 you suspend, threaten to suspend, cease or threaten to cease to carry on all or substantially the whole of your business.
10.3 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
10.4 If you fail to pay any sum owing to us on the Due Date, all sums outstanding will become due and payable and without prejudice to any other rights, we may at our option either withhold further deliveries or cancel the Contract.
11. LIMITATION OF LIABILITY
11.1 Nothing in these Conditions shall limit or exclude our liability for:
(a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
(d) defective products under the Consumer Protection Act 1987.
11.2 Subject to clause 11.1:
(a) we shall under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(b) our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods.
11.3 Where manufacturer of the Goods has limited or excluded their liability in respect of the Goods, the same limitation or exclusion shall apply to our liability on the sale of those Goods.
12. ASSIGNMENT AND SUBCONTRACTING
12.1 We may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights or obligations under the Contract.
12.2 You may not assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under the Contract without our prior written consent.
13. DATA PROTECTION
Data Protection Legislation means (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implanting laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.
13.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 13 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
13.2 The parties acknowledge that for the purposes of the Data Protection Legislation, You are the data controller and We are the Data Processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
13.3 Without prejudice to the generality of clause 13.1, You will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data (where Personal Data has the meaning as defined in the Data Protection Legislation) to Us for the duration and purposes of the Contract.
13.4 Without prejudice to the generality of clause 13.1, We shall, in relation to any Personal Data processed in connection with the performance by Us of our obligations under the Contract:
(a) process that Personal Data only on the written instructions of You unless We are required by the laws of any member of the European Union or by the laws if the European Union applicable to Us to process Personal Data (Applicable Laws). Where We are relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, We shall promptly notify You of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Us from so notifying You;
(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by You, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
(d) not transfer any Personal Data outside of the European Economic Area unless the prior written consent of You has been obtained and the following conditions are fulfilled:
(i) You or Us has provided appropriate safeguards in relation to the transfer;
(ii) the Data Subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;
(iii) We comply with our obligations under the Data Protection Legislation by providing adequate level of protection to any Personal Data that is transferred; and
(iv) We comply with reasonable instructions notified to Us in advance by You with respect to the processing of the Personal Data.
(e) assist You, at your cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultants with supervisory authorities or regulators;
(f) notify You without undue delay on becoming aware of a Person Data breach;
(g) at the written direction of You, delete or return Personal Data and copies thereof to You on termination of the Contract unless required by Applicable Laws to store the Personal Data; and
(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 13.
13.5 You consent to Us appointing a third-party processor of Personal Data under this Contract. We confirm that we will use all reasonable endeavours to enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 13. As between You and Us, We exclude all liability for all acts or omissions of any third-party processor appointed by it pursuant to this clause 13.
13.6 Either party may, at any time on not less than 30 days’ notice, revise this clause 13 by replacing it with any applicable controller to processor standard clauses or similar terms forming party of an applicable certification scheme (which shall apply when replaced by attachment to this Contract).
14. FORCE MAJEURE
We shall not be under any liability for any failure to perform any of our obligations due to events or circumstances outside our reasonable control.
15.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post, recorded delivery, commercial courier, fax.
15.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 15.1; if sent by pre-paid first class post or recorded delivery, at 9.00am on the second business day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax, one business day after transmission.
15.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
Contract shall not be affected.
16.1 If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of them
16.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
THIRD PARTY RIGHTS
A person who is not a party to the Contract shall not have any rights under or in connection with it.
Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed by us in writing.
The construction validity and performance of this contract shall be governed by English law and all disputes shall be submitted to the exclusive jurisdiction of the English Court.
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