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TERMS & CONDITIONS

 

 

  1. Definitions and Interpretation
    • Definitions:
  • "Business Day": a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
  • "Conditions": these terms and conditions as set out in clauses 1 to 10.
  • "Contract": the Contract between the Supplier and the Customer for the sale and purchase of the Goods consisting of the Quotation and these Conditions.
  • "Customer": the person or firm who purchases the Goodsfrom the Supplier.
  • "Force Majeure Event": events, circumstances or causes beyond a party's reasonable control.
  • "Goods": the goods (or any part of them), as set out in the Quotation.
  • "Order": the Customer's order for the Goods, as set out in the in the Customer's written acceptance of the Supplier's Quotation or in the Customer's purchase order relating to the Quotation, as the case may be.
  • "Price": the price for the Goods, as set out in the Quotation, which includes the costs and charges of packaging, insurance and transport of the Goods, unless otherwise specified in the Quotation.
  • "Quotation": the quotation to which these Conditions are attached.
  • "Specification": any specifications for the Goods, including any related plans and drawings, that are agreed in writing by the Customer and the Supplier.
  • "Supplier": BPR Group Europe Limited (registered in England and Wales with company number 03961507).
    • Interpretation:
      • a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
      • any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
      • a reference to writing or written includes emails.

 

  1. Basis of Contract
    • These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
    • 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 are complete and accurate. The Customer shall give the Supplier all necessary information that the Supplier reasonably requires in order to fulfil each Order.
    • The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Customer's Order, at which point the Contract shall come into existence ("Start Date").
    • The Quotation for the Goods given by the Supplier shall not constitute an offer. A Quotation shall only be valid for a period of thirty (30) days from its date of issue.

 

  1. Goods
    • The Goods are described in the Quotation.
    • Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's 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.
    • The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Supplier's use of the Specification. This clause 3 shall survive termination of the Contract.
    • The Supplier reserves the right to amend the Specification of the Goods if required by any applicable statutory or regulatory requirements.

 

  1. Delivery
    • The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
    • The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree ("Delivery Location") at any time after the Supplier notifies the Customer that the Goods are ready.
    • Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
    • Any dates set out in the Quotation or subsequently provided to the Customer for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
    • If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
    • If the Customer fails to take delivery of the Goods within five (5) Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract:
      • delivery of the Goods shall be deemed to have been completed at 9.00am on the tenth (10th) Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and
      • the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
    • If the Supplier delivers up to and including 10% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, a pro rata adjustment shall be made to the Order invoice.
    • The Supplier may deliver the Goods by instalments. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

 

  1. Quality
    • The Supplier warrants that for a period of [twelve (12) months] from the date of delivery ("Warranty Period"), the Goods shall:
      • conform in all material respects with their description and any applicable Specification;
      • be free from material defects in design, material and workmanship;
      • be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
      • be fit for any purpose held out by the Supplier.
    • Subject to clauses 3 and 5.4, the Supplier shall, at its sole option, repair, replace or refund the price of Goods that do not conform with the requirements of clause 5.1 if the Customer gives notice in writing of the relevant defects:
      • in the case of a defect that is apparent on normal visual inspection, within five (5) Business Days of the date of delivery; and
      • in the case of a latent defect, within a reasonable time of the latent defect having become apparent and, in any event, within the Warranty Period.

If the Customer has not given notice of any defects in the Goods within the relevant time period, it shall be deemed to have accepted the Goods.

  • In the event that the Customer issues a notice to the Supplier under clause 2, the Supplier shall be given a reasonable opportunity to examine the relevant Goods and the Customer shall (if asked to do so by the Supplier) return such Goods to the Supplier's place of business at the Customer's cost.
  • The Supplier shall not be liable for the Goods' failure to comply with the warranties set out in clause 1 if any of the following apply
    • the Customer makes any further use of such Goods after giving notice of defects in accordance with clause 2;
    • the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
    • the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer;
    • the Customer alters or repairs such Goods without the written consent of the Supplier;
    • the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
    • the Goods differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
  • Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranties set out in clause 1.
  • The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
  • These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

 

  1. Title and Risk
    • The risk in the Goods shall pass to the Customer on completion of delivery.
    • Title to the Goods shall only pass to the Customer once the Supplier receives payment in full (in cash or cleared funds) for them.
    • Until title to the Goods has passed to the Customer, the Customer shall:
      • store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
      • not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
      • maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
      • notify the Supplier immediately if it becomes subject to any of the events listed in clauses 1(b) to 9.1(d); and
      • give the Supplier such information relating to the Goods as the Supplier may require from time to time.
    • The Supplier may recover Goods in which title has not passed to the Customer. The Customer irrevocably licenses the Supplier, its officers, employees and agents, to enter any premises of the Customer (including with vehicles), in order to satisfy itself that the Customer is complying with the obligations in clause 3, and to recover any Goods in which property has not passed to the Customer.
    • The Supplier may at any time after delivery elect to transfer title in the Goods to the Customer, in which case the Customer shall immediately pay the Price to the Supplier.

 

  1. Price and Payment
    • The Customer shall pay the Price for the Goods.
    • The Price excludes amounts in respect of value added tax (VAT) or any other customs duties and taxes, which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate (if applicable), subject to the receipt of a valid invoice for the same.
    • The Supplier may invoice the Customer for the Price of the Goods and any other charges it is entitled to charge to the Customer pursuant to clause 2, plus VAT at the prevailing rate (if applicable), on or at any time after the Start Date (as defined in clause 2.3). The Supplier shall ensure that the invoice includes the date of the Order, the invoice number, the Customer's purchase order number, the Supplier's VAT registration number, and any supporting documentation that the Customer may reasonably require.
    • The Customer shall pay the invoice in full and in cleared funds within twenty (20) Business Days of the date of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier. Time for payment is of the essence.
    • If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then, without limiting the Supplier's remedies under clause 9 (Termination) the Customer shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
    • The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to by the Customer it against any amount payable by the Supplier to the Customer.

 

  1. Limitation of liability
    • Nothing in these Conditions shall limit or exclude the Supplier's liability for:
      • death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
      • fraud or fraudulent misrepresentation;
      • breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
      • any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.

 

  • Subject to clause 1:
    • the Supplier shall not be liable to the Customer, 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
    • the Supplier's total liability to the Customer for all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total value of the Goods under the Contract.

 

  1. Termination
    • Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:
      • the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within fourteen (14) days of that party being notified in writing to do so;
      • the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
      • the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
      • the Customer's financial position deteriorates to such an extent that in the Supplier's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
    • Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 1(b) to 9.1(d) or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
    • Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than fourteen (14) days after being notified in writing to make such payment.
    • On a termination of the Contract for any reason, the Customer shall be liable to pay to the Supplier all costs, liabilities and expenses incurred by the Supplier in relation to the Goods (or any part of them) in accordance with the Quotation and:
      • at the date of termination the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest; and/or
      • subject to clause 5, where the Supplier has incurred or subsequently incurs any costs, liabilities or expenses in relation to the Goods (or any part of them) and the Supplier is entitled to invoice the Customer for such costs pursuant to clause 7.3 but has not yet issued an invoice to the Customer, then, notwithstanding the termination of the Contract or the fact that the Goods (or any part of them) have not yet been delivered to the Customer, the Supplier shall be entitled to issue an invoice to the Customer for such costs, liabilities or expenses and the Customer shall immediately pay to the Supplier the amount of such invoice.
    • If the Contract is terminated prior to the shipping of the Goods and the Customer confirms to the Supplier that it does not want the Goods to be delivered to it, the Supplier shall take reasonable steps to minimise and mitigate, to the extent that it is able, any costs, liabilities or expenses in relation to the Goods (or any part of them) which it is entitled to charge to the Customer pursuant to clause 4(b). However, the Supplier shall be entitled to charge the Customer, and the Customer shall be liable to pay, for any additional costs the Supplier incurs in doing so, including (but not limited to) breakages costs and/or disposal costs.
    • Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
    • Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

 

 

 

 

  1. General
    • Force Majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for two (2) months, the party not affected may terminate this Contract by giving two (2) weeks written notice to the affected party.
    • Assignment and Other Dealings.
      • The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
      • The Supplier may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Contract.
    • Entire Agreement.
      • The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
      • Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
    • No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    • 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 prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
    • If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 10.6 shall not affect the validity and enforceability of the rest of the Contract.
      • 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 7, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, email.
      • A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 10.7(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am 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 email, one Business Day after transmission.
      • The provisions of this clause 7 shall not apply to the service of any proceedings or other documents in any legal action.
    • Third Party Rights. No one other than a party to the Contract and their permitted assignees shall have any right to enforce any of its terms.
    • Governing Law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.
    • Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

 

  • Confirmed orders.

Bespoke items

Due to the nature of the items once an order has been confirmed and all relevant artwork approved (if applicable) the order is non-cancellable and can no longer be amended.

 

Cancalled orders

For any order that is cancelled after production has commenced you will be liable to pay a cancellation fee of 25% of the order value, plus any artwork charges, materials ordered and any items that have been designed, branded or specially made that cannot be restocked.

 

Amendments

For any orders amended after production has commenced you will be liable to pay any new artwork charges plus any of the materials that have been designed, branded or specially made that cannot be restocked.

 

 

 

 

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