1. 1. DEFINITIONS In these Terms and Conditions of Business: a. ‘the Company’ means Brand Fusion International Ltd of Trident House, Kingston Road, Leatherhead, Surrey UK KT22 7LT. 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.
3. ACCEPTANCE OF ORDERS 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. If the Goods are to be manufactured or any process is to be applied to the Goods by the Company in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Company against all loss, damages, costs and expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company in settlement of, any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Company’s use of the Buyer’s specification. f. All Orders are accepted subject to availability of the Goods at the time of despatch.
4. PRICE 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.
5. PAYMENT 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 Barclays 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.
6. DELIVERY 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.
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 works’ to a Buyer outside of the UK, then when they are made available to 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 country where the originating 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.
9. RETURNS The return of unwanted Goods by the Buyer for credit will not be accepted without the Company’s prior approval, and only then if the following process is followed: a. access your online account by visiting www. brandfusionltd.co.uk b. select 'my orders' from the account admin menu c. select the order from which the item(s) are to be returned d. select the individual item(s) to be returned e. under 'merchandise return', provide a full description of the reason for the return f. Click 'make an RMA slip' to complete the request
You will receive a response, including any instructions for returning the Goods, within 2 working days and you must return your item(s) no later than 14 days after this date. Any returns are at your own risk. For your protection, Brand Fusion recommends that you return your items via registered post. i. Brand Fusion is not responsible for product shipping costs nor other charges incurred for products returned to a facility other than their Logistics Centre; ii. the Goods must be in the same condition as they were sold to the Buyer; and iii. are still listed on the Company’s website as being current stock; and iv. are accompanied by a valid proof of purchase. g. The return of any Goods for exchange, replacement, credit or refund will not be accepted without the Company's prior approval. Unwanted products or products ordered in error will be subject to a returns and restocking charge. This charge will, at the Company's discretion, be either a minimum of £10 or 10% of the value of the Goods, whichever is the greater. h. Goods returned for credit that are in a lesser condition, will be deemed damaged or used and be returned to the sender, with any associated costs being passed on to the Buyer. i. No returns will be accepted without an approved RMA request.
10. WARRANTY a. The Company warrants that to the best of its knowledge all products supplied by the Company are as described, of satisfactory quality and are fit for purpose. The Company warrants, at its discretion, any such defect for a 'reasonable' period of time from the date of purchase of the Goods by the Buyer. The Company considers 'reasonable' to be a period of time, that in its own opinion is appropriate, fair and sensible in the circumstances. b. Save as aforesaid and save as regards any specific warranty (or guarantee) given in writing by the Company, all other guarantees and warranties, whether expressed or implied by statute, common law or otherwise (whether known or made known to the Company or not) are hereby excluded. c. Upon onward sale of the Goods by the Buyer, all warranty responsibilities will be passed from the Company to the Buyer.
11. CANCELLATION 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 these Conditions 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 Goods 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 Goods; 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 PROPERTY 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 such defects to the Company within a 'reasonable' period of time from the date of purchase of the Goods by the Buyer. The Company considers 'reasonable' to be a period of time, that in its own opinion is appropriate, fair and sensible in the circumstances.
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.