2.1 These Terms and Conditions shall apply to all contracts for the sale of Goods by Name of Thrones to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Name of Thrones in writing.
2.2 Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by Name of Thrones.
3.1 The price of the Goods shall be the price ruling at the date of despatch and shall be exclusive of VAT and delivery charges and expenses including during transit which the buyer shall be additionally liable to pay to Name of Thrones.
3.2 In respect of non-account customers a pro-forma invoice will be rendered prior to delivery and payment will be due against such invoices.
3.3 No order may be cancelled by the buyer without the written consent of Name of Thrones which shall only be given on terms that the Buyer shall indemnify the Name of Thrones full against all loss (including loss of profit), costs (including cost of labour and materials used), damages, charges and expenses incurred by the Name of Thrones as a result of such cancellation
4.1 The price shall be that in the Seller’s current List Price, or such other price as the parties may agree in writing. The price is inclusive of VAT or any other applicable costs. Carriage shall be paid for by the buyer.
4.2 Quotations are valid for 90 days from date of issue and orders are not accepted until written confirmation is received.
4.4 Payment of the price and VAT and any other applicable costs shall be due immediately.
4.5 The Seller shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 2.5% per annum above the base rate of the Bank of England.
4.6 If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled to:
4.6.1 require payment in advance of delivery in relation to any Goods not previously delivered;
4.6.2 refuse to make delivery of any undelivered Goods whether ordered under the contract or not and without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery;
4.6.3 terminate the contract.
4.7 Where the price of 2nd and subsequent identical signs is quoted, all signs must be ordered together. If further identical signs are ordered at a later date a set-up cost will be charged.
5.1 Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract. In respect to bespoke goods Name of Thrones reserves the right to interpret the Buyer’s instructions to suit the method of manufacture. This includes the interpretation of relief work and the painting of the article or articles commissioned.
5.2 Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that such a sample is so shown and inspected for the sole purpose of enabling the Buyer to judge for itself the quality of the bulk, and not so as to constitute a sale by sample.
6.1 Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer on the date specified by Name of Thrones. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
6.2 The date of delivery specified by Name of Thrones is an estimate only. Time for delivery shall not be of the essence of the contract.
6.3 If Name of Thrones is unable to deliver the Goods for reasons beyond its control, then Name of Thrones shall be entitled to place the Goods in storage until such times as delivery may be effected and the Buyer shall be liable for any expense associated with such storage.
6.4 The Buyer shall be entitled to replacement Goods where the Goods have been damaged during transportation. The Buyer must notify Name of Thrones of the damage within 24 hours of delivery all packaging material must be retained for inspection. If the goods are received from a carrier they should be inspected before the mandate is signed the goods are received in good condition. If the goods are found to be damaged upon inspection then the carrier’s mandate should be signed as “damaged”.
Risk in the Goods shall pass to the Buyer at the moment the Goods are dispatched from the Name of Thrones premises. Where the Buyer chooses to collect the Goods itself, risk will pass when the Goods are entrusted to it or set aside for its collection, whichever happens first.
Title in the Goods shall not pass to the Buyer until Name of Thrones has been paid in full for the Goods.
9.1 Subject to payment for the goods having been made in full Name of Thrones warrants that the Goods will correspond with any agreed specification (subject to 4.1 above) and will be free from defects caused by reason of faulty materials or workmanship for a period of 30 days from delivery. In the event of any such defects arising during such period Name of Thrones will repair such defects or replace defective Goods free of charge subject to the Buyer notifying Name of Thrones in writing immediately upon the defect becoming apparent. Name of Thrones makes no warranty that the Goods will be fit for any particular purpose even where that purpose has been disclosed to Name of Thrones.
9.2 Any Goods to be repaired or replaced shall be returned to Name of Thrones at the Buyer’s expense, if so requested by Name of Thrones.
9.3 Where the Goods have been manufactured and supplied to Name of Thrones by a third party, any warranty granted to Name of Thrones in respect of the Goods shall be passed on to the Buyer.
9.4 Name of Thrones shall be entitled in its absolute discretion to refund the price of the defective Goods in the event that such price has already been paid.
9.5 The remedies contained in this Clause are without prejudice to the other Terms and Conditions herein, including, but without limitation, Clauses 10 and 11 below.
10.1 No liability of any nature shall be incurred or accepted by Name of Thrones in respect of any representation made by Name of Thrones, or on its behalf, to the Buyer, or to any party acting on its behalf, prior to the making of this contract where such representations were made or given in relation to:
10.1.1 the correspondence of the Goods with any description;
10.1.2 the quality of the Goods; or
10.1.3 the fitness of the Goods for any purpose whatsoever.
10.2 No liability of any nature shall be accepted by Name of Thrones to the Buyer in respect of any express term of this contract where such term relates in any way to:
10.2.1 the correspondence of the Goods with any description;
10.2.2 the quality of the Goods; or
10.2.3 the fitness of the Goods for any purpose whatsoever.
10.3 All implied terms, conditions or warranties as to the correspondence of the Goods to any description or the satisfactory quality of the Goods or the fitness of the Goods for any purpose whatsoever (whether made known to Name of Thrones or not) are hereby excluded from the contract.