1. In these conditions the following terms represent the meanings listed below:
l ‘company’ refers to Great Wall Gifts.
l ‘customer’ refers to the client of the company.
l ‘contract’ refers to any agreement for the sale of goods by the company to the customer.
l ‘goods’ refers to any items forming the subject of a contract between the company and the customer.
2. Quotations by the company are valid for 30 days and are subject to any fair and reasonable adjustment(s) by the company.
EXISTENCE OF CONTRACT
3.1 Any order following the company’s quotation must be in writing and a binding contract will not exist until such order is accepted by the company in writing when an Order Confirmation will be issued.
3.2 These conditions shall be used in the Contract and prevail where there is a conflict from any terms or conditions stipulated or referred to by the Customer.
3.3 Variation or amendment of this Contract or oral promise or commitment related to it shall be valid unless committed to writing and signed by or on behalf of all parties.
3.4 Acceptance of delivery of the Goods shall be deemed as the Buyers acceptance of these conditions.
4.1 The Price for the goods excludes packing, insurance, carriage and VAT. The invoice is calculated according to the actual quantity of Goods delivered and is not subject to the quantity in respect of which any quotation or Order Acknowledgement was issued. All orders for personalised products are subject to a quantity tolerance of + or - 5%.
4.2 The Company reserves the right, by informing the Buyer at any time prior to delivery, to alter the price of the Goods to reflect any increase in the cost to the Company because of any factor out of the control of the Company, (which includes [but will not be limited to], any foreign exchange fluctuation, alteration of duties, significant increases in the costs of labour, materials or other costs of manufacture), change(s) in the Delivery Date, quantity or specification for the Goods requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate and /or accurate information or instructions.
4.3 The validity of price changes shall start on the date of service on the Customer of notice of the change.
5.1 New Accounts - On orders below ￡3,000 full payment is required on order placement, split payment is subject to agreement in regard to orders beyond ￡3,000. Credit is only available at directors discretion. For Approved Accounts, payment shall be made in full within 30 days of invoice, unless we have agreed special settlement terms in writing.
5.2 Without prejudice to any other rights of the Company if the Customer fails to pay the invoice price by the due date the Customer shall pay interest on any overdue amount from the date of which payment was due to the date of actual payment (whether before or after judgment) on a daily basis at a rate of 4% over the base rate from time to time quoted by the Bank of England and reimburse to the Company all costs and expenses (including legal costs) incurred in the collection of any overdue amount.
6.1 It is the Customer’s responsibility to ensure that the Goods ordered are appropriate for their purpose.
6.2 If the Customer has accepted the condition of a sample of the Goods, the Company takes no responsibility for any variations to the Customer’s specifications thereafter should the production of the Goods have commenced.
6.3 Unless with the Company's consent in writing, the Customer shall bear the risk in any Goods supplied to the Company during the contract.
6.4 The Company reserves the right to charge for any extra work needed to meet the Customer’s requirements should this extra work be out of the capabilities of any officers, agents or employees of the Company.
7.1 Irrespective of clause 6.3, the Company still holds the title in the Goods and shall only pass to the Customer when the due invoice for them (including interest and costs) has been settled in full.
7.2 Before passing the title in the Goods, the Customer shall store the Goods as bailee for the Company and mark them as the possession of the Company.
7.3 Before title passes and without any liability to the Customer, the Company may repossess and use or sell all or any of the Goods and terminate the customer’s right to use or trade them, and may enter any premises of or occupied by the Customer (to learn if any Goods are held by the Customer and to inspect them) in order to serve this purpose.
7.4 Before the title passes, the Customer shall hold the entire proceeds of sale of the Goods in trust for the Company and these proceeds shall be in a separate specific account and not mixed with other moneys or deposited into any overdrawn bank account and shall always be identifiable as the Company’s money.
7.5 The Company have the right to adjust the price of any Goods before their title passes to the Customer.
RISK, DELIVERY AND PERFORMANCE
8.1 Delivery of the Goods is considered successful when the Company makes them available to the Customer or any agent of the Customer or any carrier (who shall be the Customer’s agent and irrespective of who pays its fees) at the Company’s premises or other delivery point agreed by the Company.
8.2 When clause 8.1 is satisfied, risk of the Goods passes.
8.3 The Company has the right to deliver the Goods by instalments in any sequence.
8.4 Failure or default in any one attempt or more to deliver the Goods by instalments shall not vitiate the Contract in respect of the Goods previously delivered or undelivered Goods.
8.5 The delivery dates quoted by the Company are estimated only and the Contract shall not consist of this part. The Customer agrees on the Company’s conduct on the delivery dates.
8.6 In the case that the Customer does not manage: to take delivery of the Goods or any part of them on the agreed delivery date, and to provide any necessary paperwork to assist the delivery on the agreed delivery date, the Company--given that a written notice has been provided to the Customer--has the right to store or arrange for the storage of the Goods and in this circumstance: risk in the Goods shall pass to the Customer, delivery of the Goods shall be deemed to have happened, and the Customer shall pay for all costs and expenses including storage, any redelivery and insurance charges due to its failure.
8.7 The Company shall have no liability for any penalty, loss, injury, damage or expense caused by any delay or failure in delivery or performance from any ground at all. Any delay or failure of delivery shall not damage the Contract nor shall it entitle the Customer to refuse to accept further delivery or performance to fulfil the Contract.
9.1 The Customer or the Customer’s Agent shall notify in writing in regard to any claim for non-delivery of the Goods to the Company within 72 hours of receipt of notification of despatch of the Goods.
9.2 The Customer shall notify the Company within 72 hours of the Goods delivery for any claim of damaged Goods, quantity not being correct or they do not comply with the description given that the Customer acknowledges the carriers delivery note with details thereof.
9.3 The Customer shall notify the Company of any alleged defect of the Goods within 72 hours of the delivery or within seven days on any defect that is not easily detected on inspection.
9.4 Full details of any claim under this condition, including the part numbers of any allegedly defective Goods must be contained and must be reported in writing.
9.5 The Company shall be given reasonable opportunity and facilities to investigate any claims made under this condition and if requested so by the Company, the Customer shall promptly return any so-claimed Goods and any packing materials securely packed and pay for the carriage.
9.6 If the Customer fails to comply with the claims procedures in these conditions, the Company shall bear no liability of claim.
SCOPE OF CONTRACT
10.1 Under no circumstances shall the Company be held liable for:
10.2 Any defects or injury caused by wear and tear, accident, improper use by the Customer or use by the Customer unless they follow the instructions or advice of the Company or the manufacturer of any Goods or neglect or from any instructions or materials provided by the Customer.
10.3 Any Goods on which the Customer has performed adjustment, modification or repair.
10.4 The appropriateness of any Goods for any particular intentions or use under specific conditions whether or not the intention or conditions were reported to the Company.
10.5 The company using any substitute of any materials or components which do not comprise any specification of the Goods agreed in writing by the Company.
10.6 Any specifications, illustrations, descriptions, figures as to performance, drawings and particulars of weights and dimensions contained in the Company’s website, price lists or elsewhere are simply used as a general idea of the Goods and not to be part of the Contract or be regarded as representations or a portfolio of the Company’s work.
10.7 Any non-written recommendations, statements, technical information or advice expressed by the Company, its servants or agents as a response to a specific written request from the Customer before the Contract is made.
10.8 Any quantity or dimension variations of any Goods or changes of their specifications or replacement of any materials or components, if the variation or replacement does not materially affect the characteristics of the Goods, and the replaced materials or components are equal or superior to those originally requested.
EXTENT OF LIABILITY
11.1 The Company is not liable to the Customer for any loss or damage whatsoever resulting from any breach of any explicit or implicit warranty, or any conditions of the Contract.
11.2 The Company shall either replace with similar goods if any of the ordered goods have not been delivered; have been delivered damaged or do not comply with their description or shall compensate the Customer with credit for invoice value or repair any damaged Goods.
11.3 The Company shall replace with similar goods or repair them if they are defective, or compensate the Customer with credit for invoice value.
11.4 The delivery of any repaired or replacement Goods shall take place at the Company’s premises or at the initial place where it was specified for the original Goods.
11.5 Where the Company is liable for only some or part of the Goods under this condition, the Contract shall remain fully valid and effective for the other or other parts of the Goods. The Customer shall have no set-off or other claim to make against or in respect of such other or other parts of the Goods.
11.6 The Company shall not accept any claim made by the Customer for any defect arising from any design or specification provided or made by the Customer or if any adjustments, alterations or other work has been done to the Goods by any person except the Company.
11.7 As the Price of Goods does not include carriage, the Company is not liable if any Goods are lost or damaged in transit. The Customer must therefore make claims against the carrier. The Company will only supply replacements for such lost or damaged Goods at the price determined at the despatch date.
11.8 Under no circumstances shall the Company be held liable for compensation exceeding the invoice value of the Goods in the event of clause 11.7.
11.9 The Company shall endeavour to match print colours to the Customer’s requirements, however, the Company shall not be liable for colour variations within normally expected commercial tolerances (+ or - 10%).
11.10 The Company shall take no liability for any unsatisfactory performance of any third parties to the Contract.
12.1 The Company may sub-contract the performance of the Contract in whole or in part.
12.2 The Customer shall not assign or sub-let this contract in whole or in part.
12.3 The Company shall have a lien on all the Customer’s property in the Company’s possession for all amounts due at any time from the Customer and may use, sell or dispose of that property as agent for and at the expense of the Customer and apply the proceeds in and towards the payment of such amounts on 28 days’ notice in writing to the Customer. On accounting to the Customer for any balance remaining after payment of any amounts due to the Company and the costs of sale or disposal the Company shall be discharged of any liability in respect of the Customer’s property.
12.4 The Company may at its discretion suspend or terminate the supply of any Goods if the Customer fails to make any payment when and as due or otherwise defaults in any of its obligations under the Contract or becomes insolvent, has an administrative receiver appointed of its business or is compulsorily or voluntarily wound up or the Company bona fide believes that any of those events may occur, and in case of termination may forfeit any deposit paid.
12.5 If the Goods are manufactured in accordance with any design or specification provided or made by the Customer the Customer shall compensate the Company in full on demand for all claims, expenses and liabilities of any nature in connection with them, including any claim, whether actual or alleged, that the design or specification infringes the rights of any third party.
12.6 The Company's property includes the provision of all tools, patterns, materials, drawings, specifications and other data in addition to all technical information, patentable or unpatentable, copyright and registered designs arising from the execution of any orders. The only exceptions are those applicable to the Goods with the Company's consent.
13. At no time, whether before or after the termination of the Contract, shall the Customers divulge or use any unpublished technical information deriving from the Company or any other confidential information in relation to the Company’s affairs or business or method of conducting business.
14.1 The Customer shall be charged in full for stock items if a cancellation notice is received after the Goods have been allocated to the Contract; the Customer shall be charged in full for bespoke items except in the case that written notice of cancellation is received not later than 2 weeks before the expected delivery date quoted in the Company’s order acknowledgment and manufacture of them or any components for them has not commenced at the date of the notice.
14.2 There will be a cancellation charge of 10% of the unit cost and the full cost of tools for orders of seasonal products if notice of cancellation is received before 15th November given that an Order Acknowledgement has been issued and the Goods have been allocated to the contract; there will be a full charge for any cancellation of orders for seasonal products received after 15th November.
14.3 There is a minimum administration charge of £30 for any orders in respect of which an Order Acknowledgement is issued which is cancelled in accordance with clauses 14.1 or 14.2.
14.4 The Company has the right to cancel any orders that it feels justified it would not be able to achieve to the required effect based on the knowledge and experience of any of the Company’s employees, officers or agents. A refund will be given at the cost set out in the Order Acknowledgement before the start of manufacturing and processing of the Goods.
15. The Company shall not be liable for any failure in the performance of any of its obligations under this Contract caused by factors outside its control.
LAW AND JURISDICTION
16. This contract is subject to the law of England and Wales and the parties agree to submit to the exclusive jurisdiction of the English Courts.
17.1 Any notice given under this deed shall be in writing and may be served: personally, by registered or recorded delivery mail, by e-mail or facsimile transmission (the latter confirmed by post) or by any other means which any party specifies by notice to the others.
17.2 Each party’s address for the service of notice shall be the address specified on the Order Acknowledgement or such other address as is specified by notice to the others.
17.3 A notice shall be deemed to have been served: if it was served in person, at the time of service; if it was served by post, 48 hours after it was posted; and if it was served by e-mail or facsimile transmission, at the time of transmission.