1. INTERPRETATION
1.1 Definitions:
1.1.1Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
1.1.2 Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 3.
1.1.3 Contract: the contract between the Customer and the Supplier for the sale and purchase of the Goods in accordance with these Conditions.
1.1.4 Customer: REGALTAG Global Limited, a company registered in England and Wales with number 08924474.
1.1.5 Customer Materials: has the meaning set out in clause 8.
1.1.6 Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
1.1.7 Delivery Date: the delivery or required by date specified in the Order.
1.1.8 Delivery Location: the address for delivery of Goods as set out in the Order.
1.1.9 Goods: the goods (or any part of them) set out in the Order.
1.1.10 Order: the Customer's order for the Goods, as set out in the Customer's purchase order form.
1.1.11 Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier.
1.1.12 Supplier: the person or firm from whom the Customer purchases the Goods.
1.2 Interpretation:
1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2.2 A reference to a party includes its successors and permitted assigns.
1.2.3 A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
1.2.4 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
1.2.5 A reference to writing or written excludes fax but not email.
1.2 6 Headings are included for reference only and do not affect the construction of these Conditions.
2. Basis of contract
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions.
2.3 The Order shall be deemed to be accepted on the earlier of:
2.3.1 the Supplier issuing a written acceptance of the Order; and
2.3.2 the Supplier doing any act consistent with fulfilling the Order, at which point the Contract shall come into existence.
2.4 The Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Supplier that is inconsistent with these Conditions.
3. Goods
3.1 The Supplier shall ensure that the Goods shall:
3.1.1 correspond with their description and any applicable Specification;
3.1.2 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Supplier or made known to the Supplier by the Customer expressly or by implication, and in this respect the Customer relies on the Supplier's skill and judgement;
3.1.3 where they are manufactured products, be free from defects in design, material and workmanship and remain so for eighteen (18) months after delivery; and
3.1.4 comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.
3.2 The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract.
3.3 The Customer may inspect and test the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier's obligations under the Contract.
3.4 If following such inspection or testing the Customer considers that the Goods do not conform or are unlikely to comply with the Supplier's undertakings at clause 1, the Customer shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.
3.5 The Customer may conduct further inspections and tests after the Supplier has carried out its remedial actions.
4. Delivery
4.1 The Supplier shall ensure that:
4.1.1 the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
4.1.2 each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), 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; and
4.1.3 if the Supplier requires the Customer to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall be returned to the Supplier at the cost of the Supplier.
4.2 The Supplier shall deliver the Goods:
4.2.1 on or before the Delivery Date;
4.2.2 at the Delivery Location; and
4.2.3 during the Customer’s normal hours of business, or as instructed by the Customer.
4.3 Delivery of the Goods shall be completed on the completion of unloading the Goods at the Delivery Location.
4.4 The Supplier shall not deliver the Goods in instalments without the Customer's prior written consent. Where it is agreed that the Goods are to be delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all, or any defect in an instalment shall entitle the Customer to the remedies set out in clause 5.
5. CUSTOMER REMEDIES
5.1 If the Goods are not delivered on the Delivery Date, or less than the quantity of Goods ordered are delivered, or the Goods do not comply with the undertakings set out in clause 1, then, without limiting any of its other rights or remedies, and whether or not it has accepted the Goods, the Customer may exercise any one or more of the following rights and remedies:
5.1.1 to terminate the Contract;
5.1.2 to reject the Goods (in whole or in part) and return them to the Supplier at the Supplier's own risk and expense;
5.1.3 to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if already paid);
5.1.4 to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
5.1.5 to recover from the Supplier any costs incurred by the Customer in obtaining substitute goods from a third party; and
5.1.6 to claim damages for any other costs, loss or expenses incurred by the Customer which are in any way attributable to the Supplier's failure to carry out its obligations under the Contract.
5.2 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
5.3 The Customer's rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law
6. Title and risk
Title and risk in the Goods shall pass to the Customer on completion of delivery in accordance with clause 4.
7. PRICE AND PAYMENT
7.1 The price of the Goods shall be the price set out in the Order.
7.2 The price of the Goods:
7.2.1 excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
7.2.2 includes the costs of packaging, insurance and carriage of the Goods.
7.3 No extra charges shall be effective unless agreed in writing with the Customer.
7.4 The Supplier may invoice the Customer for the price of the Goods plus VAT at the prevailing rate (if applicable) on or at any time up to three (3) months after the completion of delivery. The Supplier shall ensure that the invoice includes the date of the Order, the invoice number, the Customer's order number (if any), the Supplier's VAT registration number and any supporting documents that the Customer may reasonably require.
7.5 The Customer shall pay correctly rendered and undisputed invoices within thirty (30) days of receipt of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier.
7.6 If a party fails to make any payment due to the other party under the Contract by the due date for payment, and such amount is not the subject of an outstanding query or bona fide dispute, the defaulting party shall pay interest on the undisputed overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each date at 2% a year above the Bank of England's base rate from time to time, but at 2% a year for any period when the base rate is below 0%.
7.7 The Customer may at any time, without notice to the Supplier, set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. If the liabilities to be set off are expressed in different currencies, the Customer may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by the Customer of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise.
8. CUSTOMER MATERIALS
8.1 The Supplier acknowledges that all materials, equipment and tools, drawings, designs, artwork, layouts, records, documents, information, specifications, and data supplied by the Customer to the Supplier (Customer Materials) and all rights in the Customer Materials, including any intellectual property rights, are and shall remain the exclusive property of the Customer or its licensors.
8.2 The Supplier shall only use Customer Materials as necessary for the supply of the Goods and keep the Customer Materials in safe custody at its own risk, maintain them in good condition until returned to the Customer and shall not dispose of, use,, copy, publish, exploit or otherwise share with any third party any Customer Materials other than in accordance with the Customer's prior written instructions or authorisation.
9. Indemnity
9.1 The Supplier shall indemnify the Customer 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 costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Customer as a result of or in connection with:
9.1.1 any claim made against the Customer for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the manufacture, supply or use of the Goods, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors;
9.1.2 any claim made against the Customer by a third party for death, personal injury or damage to property arising out of or in connection with defects in Goods, to the extent that the defects in the Goods are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and
9.1.3 any claim made against the Customer by a third party arising out of or in connection with the manufacture, supply or use of the Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors, including any liquidated damages for delay or otherwise claimed against the Customer.
9.2 This clause 9 shall survive termination of the Contract.
10. insurance
During the term of the Contract and such period during which the Supplier remains liable under the Contract or applicable law, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on the Customer's request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.
11. confidentiality
11.1 Each party undertakes that it shall not at any time during the Contract and for a period of five years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.2.
11.2 Each party may disclose the other party's confidential information:
11.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 11; and
11.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
11.3 Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
11.4 This clause 11 shall survive termination of the Contract.
12. compliance with relevant laws and policies
12 .1 In performing its obligations under the Contract, the Supplier shall:
12.1.1 comply with all applicable laws, statutes, regulations and codes from time to time in force; and
12.1.2 in the event that any Personal Data (as defined in the Data Protection Legislation) is provided by the Customer to the Supplier, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under the Contract:
12.1.2.1 process that Personal Data only on the documented written instructions of the Customer;
12.1.2.2 ensure that it has in place appropriate technical and organisational measures 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 or accidental loss, destruction or damage and the nature of the data to be protected;
12.1.2.3 ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
12.1.2.4 not transfer any Personal Data outside of the UK or EEA, or provide to a third party processer, unless the prior written consent of the Customer has been obtained;
12.1.2.5 assist the Customer 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 consultations with supervisory authorities or regulators;
12.1.2.6 notify the Customer without undue delay on becoming aware of a Personal Data Breach (as defined in the Data Protection Legislation);
12.1.2.7 at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the Contract; and
12.1.2.8 maintain complete and accurate records and information to demonstrate its compliance with this clause 12.1(b) and allow for audits by the Customer or the Customer's designated auditor.
12.1.2.9 comply with any relevant Customer policies or those policies of the Customer’s end customer (that are relevant to the supply), as may be informed to the Supplier from time to time.
12.2 Breach of clause 1 shall constitute an irremediable material breach of the Contract.
13. termination
13.1 The Customer may terminate the Contract in whole or in part at any time before delivery of the Goods with immediate effect by giving the Supplier written notice, whereupon the Supplier shall discontinue all work on the Contract. The Customer shall determine, acting reasonably, any relevant compensation for any work in progress on the Goods that the Supplier can evidence has been performed up to at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.
13.2 Without limiting its other rights or remedies, the Customer may terminate the Contract with immediate effect by giving written notice to the Supplier if:
13.2.1 the Supplier commits a breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within ten (10) Business Days of the Supplier being notified in writing to do so;
13.2.2 the Supplier 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), obtaining a moratorium, 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;
13.2.3 the Supplier takes any step or action in connection with the Supplier being made bankrupt, entering any composition or arrangement with its creditors, 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;
13.2.4 the Supplier suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
13.2.5 the Supplier's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the
13.3 On termination or expiry of the Contract, or earlier on written request of the Customer, the Supplier shall immediately return all Customer Materials and return or destroy, at Customer’s option any confidential information of the Customer. If the Supplier fails to do so, then the Customer may enter the Supplier's premises and take possession of such Customer Materials or copies of confidential information. Until they have been returned or delivered, the Supplier shall be solely responsible for safe keeping of Customer Materials and will not use them for any purpose not connected with the Contract.
13.4 Termination or expiry of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
13.5 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
14. force majeure
Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for thirty (30) days, the party not affected may terminate the Contract by giving fifteen (15) days' written notice to the affected party.
15. general
15.1 Assignment and other dealings
15.1.1 The Customer may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
15.1.2 The Supplier may not assign, transfer, mortgage, charge, subcontract, delegate, 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 Customer.
15.2 Entire agreement. The Contract constitutes the entire agreement between the parties. Each party acknowledges that in entering into the Contract it does not rely on 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.
15.3 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the Customer. For the purposes of this Condition writing shall not include email unless the Customer expressly agrees otherwise.
15.4 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
15.5 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 15.5 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision
15.6 Notices
15.6.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by courier delivery service at its registered office (if a company) or its principal place of business (in any other case).
15.6.2 Any notice shall be deemed to have been received:
15.6.2.1 if delivered by hand, at the time the notice is left at the proper address; or
i5.6.2.2 f sent by courier delivery service, at the time delivery is recorded by the courier or 9.00 am on the second Business Day after posting if the time of delivery is not recorded.
15.6.2.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
15.7 No partnership. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
15.8 Third party rights. Unless it expressly states otherwise, the Contract does not and is not intended to give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
15.9 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.
15.10 Jurisdiction. 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.