Conditions of Sale
1. Definitions and scope of this agreement.
The website www.SmartToysandGames.co.uk is provided by:
Smart Toys & Games
1 London Road
VAT number: 906904225
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Telephone: 01903 885669
The following definitions shall have the following meanings:
- “Buyer” means the person, firm, company or public corporation by whom or on whose behalf the order is given.
- “Conditions” means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller.
- “Delivery date” means the date specified by the seller when the Goods are to be delivered.
- “Goods” means the articles which the Buyer agrees to purchase from the Seller.
- “Price” means the price for the Goods, carriage, packing and insurance costs up to the Buyer’s premises.
- “Seller” means SMART UK
2. CONDITIONS APPLICABLE
2.1. All orders are accepted subject to these Conditions the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document.
2.2 All orders for Goods shall be deemed to be offers by the Buyer to purchase Goods pursuant to these Conditions.
2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of the Conditions.
2.4 Any variation to the Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
2.5 Catalogues, price lists and advertisements and other published information are only indications of the type of products available and shall not form part of the contract of sale or any other contract with the Buyer nor be considered a collateral warranty or representation including the same.
2.6 Any failure by the Seller at any time or for any period to enforce any one of more of the Conditions shall not be a waiver of them or a waiver of the right to enforce such Conditions on a future occasion.
3. THE PRICE AND PAYMENT
3.1 Prices are subject to alteration without notice. Goods will be invoiced at the prices in force on acceptance of order. The Price is exclusive of VAT which shall be due at the rate ruling on the date of the Seller’s invoice. If the Price increases between the placing of the order and acceptance then the Buyer may cancel the order provided it does so within 48 hours of notification of the increased Price and returns forthwith any Goods that have been delivered.
3.2 Payment of the Price and VAT shall be due on placing the order unless credit terms have been agreed in writing. Where the Seller does not require payment when the order is placed and in the absence of any agreed credit terms then payment shall be due within 30 days from the date of the invoice.
3.3 Credit limits may be given to approved accounts at the sole discretion of the Seller but the Seller will require trade references. At its sole option and without notice the Seller may cancel or amend a credit limit previously granted.
3.4 Interest on overdue invoices shall accrue from the date when the payment becomes due from day to day until the date of payment at a rate of 5% above HSBC plc’s base rate from time to time in force and shall accrue at such a rate after as well as before any judgment.
3.5 If the Buyer fails to make any payment on the due date then without prejudice to any of the Seller’s other rights all other invoices from the Seller to the Buyer shall become payable forthwith and the Seller may:
3.5.1 Suspend or cancel deliveries of any articles due to the Buyer; and/or
3.5.2 Appropriate any payment made by the Buyer to such of the Goods supplied under any other contract with the Buyer (as the Seller may in its sole discretion think fit).
4 WARRANTIES AND LIABILITY
The Seller warrants that the Goods will at the time of delivery correspond to the description given by the Seller. All other warranties conditions or terms relating to fitness for purpose merchantability or condition of the Goods whether implied by statute or common law or otherwise are excluded to the extent permitted by law.
5. INTELLECTUAL PROPERTY RIGHTS
No specifications and design rights of the Goods (including the copyright, design right or other intellectual property right in them) shall pass between the parties.
6 DELIVERY OF THE GOODS
Delivery of the Goods shall be arranged to be made to the Buyer’s address on the Delivery date. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. The Seller will use its reasonable efforts to deliver on the date requested but this shall not be or imply any legal obligation to deliver on the Delivery date.
7. ACCEPTANCE OF THE GOODS
7.1 The Buyer shall be deemed to have accepted the Goods after delivery to the Buyer.
7.2 The Goods are not supplied by the Seller on a sale or return basis or on a consignment sale basis to the Buyer and nothing contained within these conditions shall be construed to indicate otherwise.
8. TITLE AND RISK
8.1 The property in the Goods shall remain in the Seller until such time as the whole of the Price (including VAT and all accrued interest) and all other debts of the Buyer to the Seller shall have been paid by the Buyer to the Seller, whereupon the property in the Goods shall pass to the Buyer.
8.2 Risk in the Goods shall notwithstanding sub-clause 8.1 pass to the Buyer upon delivery by the Seller to the Buyer.
8.3 When Goods are delivered to the Buyer prior to payment the Buyer shall hold the Goods in the capacity of a fiduciary for and on behalf of the Seller until payment and in such capacity and until such time shall remain liable to account to the Seller for the Goods or if the Goods are sold by the Buyer in accordance with the next sub-clause of this clause for that part of the sale proceeds of the sale thereof (“the Seller’s Part of the Proceeds”) which is equivalent to the price at which the same were invoiced by the Seller to the Buyer.
8.4 The Buyer shall have the right to sell in the normal course of its business any Goods before payment provided that the Buyer shall pay the Seller’s Part of the Proceeds of such a sale into a separate bank account clearly denoted as an account containing monies deposited for the benefit of the Seller by the Buyer acting in a fiduciary capacity.
8.4 In the case of Goods sold while the property is still vested in the Seller the Seller hereby gives the Buyer the right to pass the property therein to the sub-buyers where such sub-sales are in the normal course of its business.
8.5 The Seller shall be entitled at any time while payment for the Goods or any other debt by the Buyer to the Seller is outstanding to retake possession of such Goods and the Buyer undertakes to deliver the same to the Seller or its duly appointed authorised agent upon request and the Seller or its duly authorised agent shall have the right during normal business hours to enter upon the land or buildings of the Buyer to take possession of the said Goods.
8.6 The Buyer shall store or otherwise denote consignments of the Goods in respect of which property remains with the Seller in such a way that the same can be recognised as the property of the Seller.
9. REMEDIES OF THE BUYER
9.1 Where the Buyer rejects any Goods then the Buyer shall have no further rights whatever in respect of the supply to the Buyer of such Goods or the failure by the Seller to supply Goods which conform to the contract of sale.
9.2 The Seller shall not be liable to the Buyer for late delivery or short delivery of the Goods.
9.3 A signature confirming receipt of the Goods or the words “unexamined” or similar words shall be deemed to confirm receipt of the Goods. No responsibility is accepted by the Seller for damages or shortages unless Goods are signed for on the delivery note. A signature on a delivery note will be deemed to be confirmation of the number of cartons received as stated on the delivery note. Damage to outer packaging must be notified to the carrier on receipt. Damages and shortages must be notified to the Seller within 48 hours of delivery.
10. FORCE MAJEURE
The Seller shall be under no liability for any loss (including consequential loss or loss of profit) damage or delay or expenses of any kind whatsoever caused wholly or in part by any act of Force Majeure which shall include but not be limited to; Act of God, outbreak of war, civil commotion, government policies or restrictions or control including restrictions on export or import or other licenses, trade or industrial disputes of whatever nature, whether or not such dispute involves the Seller, its servants or agents, or by any other contingency whatsoever which is beyond the reasonable control of the Seller.
If any provision or wording of these Conditions is held to be unlawful or unenforceable for any purpose it shall be deemed excluded for that purpose and the rest of these Conditions shall remain in full force and effect.