TERMS & CONDITIONS OF NATIVITY FOLK DESIGNS LTD TRADING AS BIGDECS & COLOUR ME CRAZY

 
1 – DEFINITIONS

 In this document the following words shall have the following meanings:

1.1       “Buyer” means the organisation or person who buys Goods from Nativity Folk Designs LTD.;

1.2       “Goods” means the articles to be supplied to the Buyer by Nativity Folk Designs LTD.;

1.3       “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;

1.4       “List Price” means the list of prices of the Goods maintained by Nativity Folk Designs LTD. as amended from time to time;

2 – GENERAL

2.1       These Terms & Conditions shall apply to all contracts for the sale of Goods by Nativity Folk Designs LTD. to the Buyer to the exclusion of all other terms and conditions referred to, offered or replied 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 been acknowledged by Nativity Folk Designs LTD. in writing.

2.2       Any variations to these Terms & Conditions (including any special terms & conditions agreed between the parties) shall be inapplicable unless agreed in writing by Nativity Folk Designs LTD..

3 – PRICE AND PAYMENT

3.1       The price shall be that in Nativity Folk Designs LTD.’s current List Price, or such other price as the parties may agree in writing. The price is exclusive of VAT or any other applicable costs. Carriage shall be paid for as quotation.

3.2       Payment of the price and VAT and any other applicable costs shall be due within 30 days of the date of receipt of the invoice supplied by Nativity Folk Designs LTD..

3.3       Nativity Folk Designs LTD. 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 3.00% per annum above the base rate of the Bank of England.

3.4       If payment of the price or any part thereof is not made by the due date, Nativity Folk Designs LTD. shall be entitled to:  

3.4.1     require payment in advance of delivery in relation to any Goods not previously delivered; 

3.4.2     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;

3.4.3     terminate the contract.

4 – DESCRIPTION

 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.

5 – SAMPLE

 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 – DELIVERY

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 Nativity Folk Designs LTD.. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tended for delivery.

6.2       The date of delivery specified by Nativity Folk Designs LTD. is an estimate only. Time for delivery shall not be of the essence of the contract.

6.3       If Nativity Folk Designs LTD. is unable to delivery the Goods for reasons beyond its control, then Nativity Folk Designs LTD. 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 that storage.

6.4       The Buyer shall be entitled to replacement Goods where the Goods have been damaged during transportation. The Buyer must notify Nativity Folk Designs LTD. of the damage within 24 hours of delivery.

7 – RISK

Risk in the Goods shall pass to the Buyer at the moment the Goods are dispatched from Nativity Folk Designs LTD.s 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.

8 – TITLE

Title in the Goods shall not pass to the Buyer until Nativity Folk Designs LTD. has been paid in full for the Goods.

9 – WARRANTY

9.1       Where the Goods have been manufactured by Nativity Folk Designs LTD. and are found to be defective, Nativity Folk Designs LTD. shall repair, or in its sole discretion, replace defective Goods free of charge within one month from the date of delivery, subject to the following conditions: 

9.1.1     The Buyer notifying Nativity Folk Designs LTD. in writing immediately upon the defect becoming apparent;

9.1.2     The defect being due to the faulty design, materials or workmanship of Nativity Folk Designs LTD..

9.2       Any Goods to be repaired or replaced shall be returned to Nativity Folk Designs LTD. at the Buyers expense if so requested by Nativity Folk Designs LTD.. 

9.3       Where the Goods have been manufactured and supplied to Nativity Folk Designs LTD. by a third party, any warranty granted to Nativity Folk Designs LTD. in respect of the Goods shall be passed onto the Buyer.

9.4       Nativity Folk Designs LTD. 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, Clause 10 and 11 below.

10 - LIABILITY

10.1      No liability of any nature shall be incurred or accepted by Nativity Folk Designs LTD. in respect of any representation made by Nativity Folk Designs LTD., 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 relations 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 Nativity Folk Designs LTD. 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 Nativity Folk Designs LTD. or not) are hereby excluded from the contract.

11 – LIMITATION OF LIABILITY

11.1      Where any court or arbitrator determines that any part of Clause 10 above is, for whatever reason, unenforceable, Nativity Folk Designs LTD. shall be liable for all loss or damage suffered by the Buyer but in an amount not exceeding the contract price.

11.2      Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of Nativity Folk Designs LTD. for death or personal injury as a result of Nativity Folk Designs LTD.s negligence or that of its employees or agents.

12 – INTELLECTUAL PROPERTY RIGHTS 

All Intellectual Property Rights produced from or arising as a result of the performance of this agreement shall, so far as not already vested, become the absolute property of Nativity Folk Designs LTD., and the buyer shall do all that is reasonably necessary to ensure that such rights vest in Nativity Folk Designs LTD. by the execution of appropriate instruments or the making of agreements with third parties.

13 – FORCE MEJEURE

Nativity Folk Designs LTD. shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lockouts, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and Nativity Folk Designs LTD. shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as Nativity Folk Designs LTD. considers unreasonable, it may, without liability on its part, terminate the contract.

14 – RELATIONSHIP OF PARTIES

Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.

15 – WAIVER

The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

16 – SEVERABILITY

If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

17 – GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.  

18 – DIVISIBILITY

Where delivery is to be made by instalments, each delivery shall be deemed for such purpose to be the subject of a separate contract and any failure whatsoever by Nativity Folk Designs LTD. in respect of any one delivery shall not entitle the Buyer to repudiate the contract or any instalments remaining to be delivered there under.

19 – DIVISIBILITY CLAUSE

Where delivery is to be made by instalments each delivery shall be deemed for such purpose to be the subject of a separate contract and any failure whatsoever by the seller in respect of any one delivery shall not entitle the buyer to repudiate the contract or any instalments remaining to be delivered there under.

20 – DATA PROTECTION ACT

We may transfer information about you to our bankers/financiers for the purposes of providing services and for the following purposes;

• Obtaining credit insurance
• Making credit reference searches
• Credit control
• Assessment and analysis (including credit scoring, market, product and statistical analysis)
• Securitisation
• Protecting our interests

21 –CANCELLATIONS

We will provide you with details of our bankers/financiers and that of any credit reference agencies used on request.