FAB Distributions Terms and Conditions
The UK Toy Distributor
TERMS AND CONDITIONS OF TRADE
l.l Fab Distributions Ltd. and any of its subsidiaries (as deﬁned in section 1159 of the Companies Act 2006) is “The Company“ which accepts the order for the Goods; "the Buyer” means the person, persons, ﬁrm or company entering into a contract with the company, “terms” means the terms set out herein and any special terms agreed in writing, between the Company and the Buyer, “Goods” means the products or services to be supplied by the Company. “Contract” means the Contract for the supply of Goods incorporating these terms and conditions of sale. These are the terms that apply to all sales and are the basis upon which orders are accepted. They will apply to all future transaction unless or until varied in writing.
2.l No terms, conditions or reservations stipulated by the Buyer, and no course of dealing shall annul, vary or add to any of the items and conditions set out herein
2.2 No cancellation or variation of any Contract is permissible without the agreement of the Company, and on terms that the Buyer shall indemnify the Company against all losses of proﬁt and costs incurred. 2.3 In the event that either party shall become subject to proceedings under the Insolvency Act I986, the other party shall have the right to terminate the Agreement forthwith.
3.1 Not withstanding acceptance of any order, all goods are offered for sale subject to availability.
4.1 All prices are subject to alteration without prior notice and products will be invoiced at the prices ruling at the date of delivery.
4.2 Prices in this list are quoted exclusive of value added tax that will be added, where applicable, at the rate current on the day of delivery.
4.3 Orders over £500 will be delivered free of delivery charge. Orders of between £200 and £499.99 will be subject to a delivery charge of £30.00. Orders below £200 will not be accepted.
4.4 All deliveries to the following postcodes will be invoiced at cost, regardless of order value; AB, DD, GY, HS, IM. IV, IE. KW, PA20-78, PH, PO30-41. TR2l-25, ZE. Prices available on application. Minimum order values still apply.
4.5 All Irish orders, Northern & Eire, over £l,000.00 will be delivered free of charge. Orders of between £500.00 & £999.99 will incur a delivery charge of £100.00. Orders below £500.00 will not be accepted.
5.1 For Buyers who have been granted credit facilities, payment for products supplied shall be made within 30 days of date of invoice. For Buyers without credit accounts payment for products supplied shall be pro-forma.
5.2 The Buyer shall not be entitled to make any deduction or set off from any sums claimed by the Company any amount due or claimed against the Company by the Buyer whether under this or any other Contract.
5.3 All discounts from trade prices are granted on condition that payment is made by the due date. Should payment not be received by the due date discounts may be removed and products re-invoiced at standard trade prices.
5.4 In the event that the customer shall fall into arrears with any payment whatsoever, then all other unpaid amounts shall become due and the Company shall be entitled to suspend any further deliveries and withdraw credit facilities for future transaction.
5.5 The Company reserves the right at its discretion to charge interest on unpaid invoiced calculated at a daily rate of 4% above Royal Bank of Scotland Base lending ratethen in force from the date when payment for the Goods becomes due until the date when payment is made in full.
5.6 The Company reserves the right to charge minimum of £25.00 for each cheque unpaid by the Buyers Bank and a minimum of £25.00 for each unpaid Direct Debit, including cheques which are returned marked “Please re-present”.
6.0 RESALE OF GOODS
6.1 The Goods are supplied subject to the following conditions:
- The Goods must be sold or re-sold only in the package and containers in which the Goods were supplied by the Company.
- No trade mark(s) other than the trade mark(s) carried by the Goods at the time of delivery will be marked on or applied in relation to the Goods.
- The Buyer shall take all such steps that are necessary to ensure that the Goods are stored, displayed and offered for sale in accordance with any instructions provided by the company from time to time.
- That the buyer will co-operate with the Company in the event it is necessary to re-call any Goods supplied
- The buyer shall not alter, add to, deface, remove, conceal or obliterate any trademark attached or applied to the Goods
6.2 No right or license is granted under these Conditions or any Contract to the Buyer under any trademark, copyright registered design or other intellectual property right except to use or re-sell the Goods. No warranty is given as to whether that use or re-sale will infringe the rights of third parties
7.1 Risk in product shall pass to the Buyer on delivery.
7.2 Delivery dates are given in good faith but are estimates only.
7.3 Time for delivery shall not be of essence to the Contract.
7.4 Neither the Company, nor any of its Directors, ofﬁcers, employees or agents, shall be liable for any loss arising from any action taken or omitted, by it or them, under or in connection with the Agreement or the Assignment.
7.5 Without prejudice to Clause (above). The Company shall not in any case be liable for indirect or consequential damages.
7.6 The Company’s total liability under or in connection with the Agreement (except in the case of wilful misconduct), whether founded in contract or in tort, is limited in respect of any event, series of connected events to the total contract price payable for the duration of the Agreement or for one year (whichever is the shorter).
7.7 Nothing in the Agreement shall exclude the Company's liability for death personal injury caused by the Company‘s negligence.
8.l The Company accepts no liability for loss or damage to Good’s in transit unless:
- Goods are examined and signed for immediately upon receipt
- The Buyer notiﬁes the Company, in writing, within 72 hours of any claim for short delivery or damage to the Goods
- The relevant delivery document is endorsed with details of any obvious loss or damage.
- An oral communication of any alleged defect or damage, shortages or non-delivery will not be deemed to be sufficient for the purpose of these conditions.
9.1 Goods returned by the Buyer without the consent of the Company will not be accepted for credit.
9.2 The Company reserves the right to credit the value of any returned Goods that are not in saleable condition.
9.3 All goods that are going to be returned or in process of: shall be stored in a secure and hygienic place at all times. The Buyer is responsible for ensuring the chosen transportation method that will guarantee the integrity of the product at all times.
9.4 The Company will be entitled to make an additional charge, if, in its sole discretion; it agrees the return of Goods at the Buyer‘s request.
10.0 RETENTION OF TITLE
10.1 Until the Company has received payment for all Goods whatsoever that the Company has supplied at any time to the Buyer or to any holding, subsidiary or associate company of the Buyer as defined respectively by section 736 of the Companies Act. 1985 and section 435 of the Insolvency Act, 1986:
- The Goods shall remain the Company’s property and the Buyer shall store the Goods separately and/or keep them in such a way that they can be readily identiﬁed as being the property of the Company.
- The Buyer accepts that he holds the Goods in a fiduciary relationship as the Company’s bailie.
- The Buyer is permitted to sell the Goods in the ordinary course of business on the basis that the net proceeds of any sale shall become the Company's property but has no authority to enter into any contract of sale on the Company’s behalf
- Without prejudice to any other remedy that the Company may have, the Company may, at any time, revoke the Buyer’s power of sale by notice to the Buyer is in default in any payment of any sum whatsoever due to the Company, or any cheque of other negotiable instrument drawn by the Buyer in favour of the Company is dishonoured on presentation for payment, or if the Company has bona fide doubt as to the solvency of the Buyer.
- The Buyer's power of sale shall automatically cease if any administrative receiver is appointed over any of the assets of the Buyer or, if the Buyer goes into voluntary liquidation or calls a meeting of its creditors or commits any act of bankruptcy.
- Upon determination of the Buyer's power of sale all sums payable in respect of the Goods supplied shall become due immediately, notwithstanding that any period of credit permitted under the contract may not have expired and the Company shall be entitled to enter upon any premises for the Buyer, or to which the Buyer has access, for the purpose of removing any remaining Goods which the Buyer agrees to place at the Company’s disposal.
- The Company may maintain an action for the price of the Goods notwithstanding the ownership of them has not passed.
11.0 FORCE MAJEURE
11.1 The Company shall not be liable for any failure or delay in performance of its obligations to the Buyer as a result of causes beyond the Company’s reasonable control.
12.l Any conditions of contract, which the Buyer may seek to impose, shall form no part of the contract between the Buyer and the Company and any changes to the above Terms and Conditions must be agreed in writing. None of the Company’s employees has the right to bind the Company to any verbal agreement that does not comply with these Terms and Conditions.
l2.2 If any of these Terms and Conditions is rendered void or unenforceable at law then that part shall be sever able from these Terms and Conditions and they shall remain otherwise in full force and effect.
13.0 JUDICAL JURISDICTION
13.1 These conditions shall be construed and governed in all by English Law and the Customer and the Company shall submit to the Jurisdiction of the English Courts.