Terms & Conditions
3. ACCEPTANCE OF ORDERS
In these Terms and Conditions of Business:
a. 'the Company' means Brand Fusion International Ltd of Golfers Club House, Oak Road, Leatherhead, Surrey, UK KT22 7PG. Company Registration no. 04455736. VAT No. 798 2078 77.
b. 'the Buyer' means the person, firm or company purchasing goods from the Company.
c. 'the Goods' means the products to be supplied by the Company to the Buyer.
d. 'the Order' means the Buyers instructions to the Company to supply the Goods.
e. 'the Contract' means the agreement between the Company and the Buyer for the sale of the Goods.
2. APPLICABLE TERMS
a. These Terms and Conditions are the terms by which the Company agrees to do business with the Buyer and these Terms and Conditions shall prevail over any other terms issued by the Company, whether referred to or stipulated.
b. Quotations for and acceptance of all orders are subject to these Terms and Conditions and shall govern the Contract to the exclusion of all other terms and conditions. The Buyer shall be deemed to have accepted these Terms and Conditions upon placing the order.
c. No variation of these Terms and Conditions shall be effective unless made in writing and signed by a Director of the Company.
a. Orders placed via the Company website are only accepted from the Company's authorised trade customers.
b. No contract shall come into being until the Buyer's order has been accepted by the Company; be it verbally, in writing or by automatic acknowledgement from the website.
c. It is the Buyer's responsibility to the Company for ensuring the accuracy of the details of any order submitted to the Company.
d. The Buyer must provide the Company at the time of placing the order, with all information necessary to enable the Company to proceed with the Contract.
e. All orders are accepted subject to availability of the Goods at the time of despatch.
f. The Company shall not accept orders of less than £10.00 in value, excluding VAT. Any order placed valued less will be invoiced at £10 + VAT.
a. The price payable for the Goods is the Company's price as stipulated on the Company's invoice. This is the price detailed on the Company's published price list or if placing an order via the Company's website, then the price detailed on the order form at the time of placing the order.
a. Unless otherwise specified by the Company in writing, all sums are due to the Company in cleared funds at the latest by 30 days from the invoice date.
b. The Company reserves the right to charge interest on overdue sums at the rate applicable from time to time under the Late Payment of Commercial Debts (Interest) Act 1998, (as amended) or, if none, then at 4% over Barclay's Bank base rate per month, from the due date for payment until receipt by the Company of cleared funds in full.
c. All prices are exclusive of value added tax, which will be charged in addition to the purchase price of the Goods.
d. Should the Buyer's cheque or direct debit payment be returned or represented by the Company's bankers, then a service charge of £20 per presentation will be levied against the Buyer.
a. The Company will endeavour to arrange delivery of the Goods as quoted at the time of ordering. However, any dates provided by the Company are estimates only and the Company shall not be liable for failure to meet such estimates or for any loss or expenses incurred as a result of such failure.
b. A delivery charge will be added to the invoice for the Goods where the invoiced total (excluding VAT) is less than the free delivery threshold as indicated on the Company's website.
7. RISK AND PROPERTY
a. Risk of damage to or loss of the Goods shall pass to the Buyer upon delivery.
b. Delivery will have deemed to have taken place when the Goods are delivered to the place shown on the Purchase Order Form or any other place stipulated by the Buyer for delivery; or
c. Where the Buyer undertakes to collect the Goods or where the Goods are sold 'ex work' to a Buyer outside of the UK, then when they are made available for the Buyer for collection.
8. RESTRICTIONS OF SALE
a. The Buyer shall not distribute or re-sell any Goods purchased from the Company outside of the originating country where the order was placed and delivered.
b. No Goods can be sold into other parts of Europe or the rest of the World, without prior written agreement from the Company. Failure to comply with this agreement will result in the Buyer's account and any outstanding orders, being suspended, pending further investigation.
a. The return of Goods by the Buyer for credit or replacement will not be accepted without the Company's prior agreement and then only if they meet the following criteria;
i. the Goods are in the same condition as they were sold to the Buyer; and
ii. are still listed on the Company's website as being current stock; and
iii. are accompanied by valid proof of purchase.
b. Where returned Goods are accepted by the Company in a 'new' condition, and the return is for a credit 'items not required', there will be a 15% restocking charge. If Goods are returned without the Company's prior approval, a 20% restocking charge will apply.
c. Goods returned for credit 'items not required' that are in a lesser condition, will be deemed damaged or used and be returned to the sender.
a. All products supplied by the Company are guaranteed against failure due to manufacturing and material defects for 12 months from the date of purchase. Should any product suffer such a failure, the Company will (subject to clause 14) at its opinion;
i. replace the products; or
ii. repair the products; or
iii. give the Buyer a credit for the price paid for the product.
b. A valid proof of purchase must be provided.
c. Such guarantee does not apply to failure caused by misuse, damage or fair wear and tear of the product.
a. The Buyer may cancel or suspend the Contract with the Company only with the Company's prior written consent which shall be conditional upon the Buyer making payment to the Company of any reimbursement which the Company may require to compensate for such cancellation.
b. If the Buyer should default in its obligations under or commit a breach of these Conditions or of any other of its obligations to the Company, in any way whatsoever, the Company may forthwith without notice:
i. cancel, suspend or determine the Contract or any unfulfilled part thereof;
ii. suspend any Goods in transit and decline to make further deliveries except upon receipt of advance payment;
iii. have access to the Purchaser's premises for the protection, removal, realisation and disposal of any Goods at any time and from time to time in which the property shall not have passed from the Company to the Buyer.
c. If the Company terminates the contract in accordance with this Clause, then, without prejudice to any other rights the Company may have, it shall be entitled to retain any advance payment made by the Buyer.
12. RETENTION OF TITLE
a. Whilst risk in the Goods supplied to the Buyer under the Contract shall pass on delivery, the Company will remain the owner of the Goods and legal ownership will not pass to the Buyer until the Buyer has paid all amounts owing to the Company for the Goods which the Company has supplied to the Buyer.
b. Until such time as the ownership of the Goods passes to the Buyer;
i. the Buyer must store or display the Goods at the premises separately from other goods and property stored in such a way that they remain readily identifiable as the Company's property;
ii. the Buyer must insure the Company's Goods and hold back the proceeds on trust for the Company; and
iii. the Company reserves the right to inspect the Buyer's premises to check if separate storage and display provisions are being complied with.
c. The Buyer grants to the Company an irrevocable license to enter upon the premises occupied or used by the Buyer in connection with the tasks for which the Goods are bought. The Buyer warrants that he is able to grant such a license and that any party whose consent is also required, has agreed to be bound by such a license.
d. Notwithstanding terms of payment specified herein or elsewhere, payment for all Goods supplied to the Buyer shall immediately become due if the Buyer fails to pay for the Goods by the due date (or fails to pay any instalment as agreed, in which case the whole outstanding balance shall immediately become due) or if the Buyer has been declared bankrupt or enters into an arrangement with his or her creditors or goes into voluntary or compulsory liquidation, or has an administrative receiver appointed or if is otherwise declared insolvent or prohibited from trading, the Buyer shall immediately notify the Company thereof and in such circumstances;
i. the Buyer shall not attempt to sell or part with the possession of any Goods supplied by the Company to any other party;
ii. the Company shall have the right to withhold delivery of any undelivered Goods and to stop any Goods in transit.
e. If payment for any goods supplied by the Company and delivered to the Buyer is overdue, the Company may without prejudice to any of its other rights, enter upon the Buyer's premises to recover and/or re-sell the Goods or such part of them as the Company, in its absolute discretion may designate as necessary to recover the amount of payment owing, together with the Company's reasonable costs incurred in giving effect to its rights hereunder, and for these purposes the Buyer hereby irrevocably authorises the Company to enter and take all necessary and reasonable steps to recover such Goods.
13. INTELLECTUAL PROPERT
a. Any intellectual property (including patentable inventions, registrable trademarks and/or designs, copyright works and confidential information) capable of protection under UK or other relevant laws, that is created, developed or discovered by the Company, subject to the provisions of the law governing the intellectual property concerned, shall belong to and be the absolute property of the Company.
b. The use of the Company's trademarks requires the prior written approval of the Company.
14. FORCE MAJEURE
a. The Company will not be held liable to perform the contract if an event occurs which is outside the Company's control, such as; an act of God, war, strikes, embargoes, Government refusal to grant licences and abnormal weather conditions.
b. Save in respect of death or personal injury caused by the Company's negligence, the Company shall in no circumstances be liable, in contract, tort or otherwise, for any indirect, special, consequential or incidental loss or damage (including, without limitation, loss of production, loss of profit, loss of contracts or claims of customers or third parties) resulting from breach of these Terms and Conditions or from negligence, even if the Company has previously been advised of the possibility of such loss or damage occurring.
c. The Company shall not be liable for any claim in respect of any damage which has been sustained to the Goods in transit unless the Company has been notified by the Buyer in writing before three (3) days after delivery date of the Goods to the Buyer.
d. The Company will not be held liable for defects in the Goods if the Buyer does not notify defects to the Company before twelve (12) months of the date of purchase.
15. GENERAL AND PROPER LAW
a. These Terms & Conditions represent the entire agreement between the parties and supersede all previous Conditions and may only be amended by agreement in writing between the parties.
b. This Contract shall be governed by and construed in accordance with English Law and the parties irrevocably submit to the non-exclusive jurisdiction of the English Court.