Trade Terms and Conditions of Sale (Trade Customers Only)

1 INTERPRETATION

1.1 In these Terms, the following definitions apply:

• ‘Bespoke Goods’ means goods for which the Trade Buyer has provided dimensions and/or specifications to the Seller;
• ‘Contract’ means the Contract for the purchase and the sale of Goods;
• ‘End Purchaser’ means a third party to whom the Trade Buyer sells Goods to;
• ‘Gold Account ’ is a Trade Buyer with a retail trading address within mainland UK displaying the Seller’s minimum display and/or turnover requirement with the Seller’s [Written] permission to use the Gold Account price list and who has a sales territory defined by the Seller;
• ‘Goods’ means the Goods (including any instalment of the Goods or any parts for them) specified in the Order to be supplied by the Seller to the Trade Buyer and includes Bespoke Goods;
• ‘Key Account’ is a Trade Buyer with a retail trading address within mainland UK displaying the Seller’s minimum display requirement with the Seller’s [Written] permission to use the Key Account price list and who has a sales territory defined by the Seller;
• ‘Order’ means the Trade Buyer’s Order for the Goods submitted via the Website or other offline means;
• ‘Sales Material’ includes but is not limited to samples, drawings, descriptions or advertisements issued by the Seller, including those in the catalogues, brochures and Website;
• ‘Seller’ means Acquisitions (Fireplaces) Limited (registered in England under number 1413462) whose registered office is 5th Floor, Tennyson House, 159-165 Great Portland Street, London W1W 5PA;
• ‘Terms’ means these standard terms and conditions of the sale and (unless the context otherwise requires) includes any special terms and conditions agreed in Writing between the Trade Buyer and the Seller;
• ‘Trade Buyer’ means the person or company who accepts a quotation from the Seller for the sale of the Goods and is accepted by the Seller. A Trade Buyer may have a trade account, a Key Account, or a Gold Account;
• ‘User Guide’ means the information on installation and use provided by the Seller and updated from time to time and available here;
• ‘Warranty Conditions means the warranty terms updated from time to time and available at www.acquisitions.co.uk;
• ‘Website’ www.acquisitions.co.uk; and
• ‘Writing’ and ‘Written’ includes email, facsimile transmission and comparable means of communication.

1.2 Reference in these Terms to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.3 The headings in these Terms are for convenience only and shall not affect their interpretation.

2 BASIS OF THE SALE

2.1 The Seller shall sell and the Trade Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Trade Buyer, or any Order of the Trade Buyer which is accepted by the Seller, subject always to these Terms, which shall govern the Contract. In the event of conflict between the Written terms of the quotation or Order and these Terms, the quotation or Order shall apply.

2.2 No variation to these Terms shall be binding unless agreed in Writing between the authorised representatives of the Trade Buyer and the Seller.

2.3 The Seller’s employees and agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in Writing. In entering into the Contract the Trade Buyer acknowledges that it does not rely on any such representations which are not so confirmed.

2.4 Any advice or recommendation given by the Seller or its employees or agents to the Trade Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Trade Buyers own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.

2.5 Installation and technical requirements should always be checked and discussed with the Seller prior to sale to the End Purchaser. Where technical advice is given by the Seller, it is based on the Seller’s understanding of the information supplied by the Trade Buyer and is not intended as a substitute for a site survey by a competent person.

2.6 Any Sales Materials are issued solely to provide the Trade Buyer with an approximate idea of the Goods they describe. They do not form part of the Contract.

2.7 Any typographical, clerical or other error or omission in the Sales Material shall be subject to correction without any liability on the part of the Seller.

2.8 The Seller has the right to amend these Terms from time to time. The Trade Buyer’s Order will be subject to the version of the Terms in force at the time the Trade Buyer orders Goods from the Seller, unless any change to the Terms is required by law or regulatory authority.

2.9 The Trade Buyer acknowledges that the Seller will own the copyright, design right and all other intellectual property rights in the Goods and any drafts, drawings or illustrations the Seller makes in connection with the Goods for the Trade Buyer.

3 ORDERS

3.1 No Order submitted by the Trade Buyer shall be deemed to be accepted by the Seller and such Order shall only become binding on the Trade Buyer and the Seller at the earlier of when the Seller:

3.1.1 issues the Trade Buyer with a written acceptance of the Order; or

3.1.2 delivers the Goods to the Trade Buyer; or

3.1.3 notifies the Trade Buyer that the Goods are ready for collection.

3.2 The Trade Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any Order (including any applicable specification) submitted by the Trade Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.

3.3 No Order which has been accepted by the Seller may be cancelled by the Trade Buyer except with the agreement in Writing of the Seller and on terms that Trade Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.

4 SPECIFICATION

4.1 Subject to the remainder of this clause 4, the quality, quantity and description of and any specification for the Goods shall be as set out in the Seller’s quotation (if accepted by the Trade Buyer) or the Trade Buyer’s Order (if accepted by the Seller).

4.2 The Seller uses only authentic, high quality materials in its fire surrounds. All Goods sold by the Seller are sold by viewing samples and the Seller warrants that the typical quality of such merchandise is represented as closely as possible by the samples shown. The Trade Buyer is advised to ensure that the End Purchaser views such samples prior to purchase.

4.3 All dimensions provided in the quotation, Order or Sales Materials are approximate only. The information contained in such literature is intended as a guide only and the Seller does not warrant the accuracy of the information contained.

4.4 The photography used in the Sales Materials or other communications is representative of the Goods on a given day in typical ambient lighting or studio conditions and are subject to chimney and weather variations, for example, possible variations in flame picture of the Goods and the Trade Buyer accepts that these are subject to outside influences over which the Seller has no control.

4.5 The materials the Seller uses for mantels, slips and hearths are solid natural limestone, sandstone, granite, slate or marble. The naturally occurring features in these materials are one of the beauties of the use of such materials and no two pieces are identical. In purchasing the Goods the Trade Buyer acknowledges that the natural materials used by the Seller may vary from sample to sample and product to product. Typical variations may include, but are not limited to, fossils, veins, shading, vents and texture. Most stone and marble is inherently unsound and may require filling where appropriate. Although beautiful, the veining or venting is in fact a weakness and may be stopped and filled. Such naturally occurring variations are not defects in the materials and the Seller shall not be liable to the Trade Buyer in respect of any such variation. Where filling is necessary the Seller shall undertake such filling carefully and professionally.

4.6 Some chipping of the edges of the external returns of legs, back edges of shelves, back panels and slips during transit or fitting is inevitable. These edges should be hidden when rebated behind the fireplace opening or chased into the wall. Again, this will not be a defect in the Goods provided such chips are not detrimental to the finished overall appearance of the fireplace.

4.7 Quarrying and cutting involves large quantities of water which is absorbed by the stone resulting in individual components varying in colour while drying. Shade variation may also be evident after fitting, as water is used during installation. In time stone will dry to a reasonably uniform appearance. Drying-out times depend on the stone thickness, room ambience and installation procedure.

4.8 The Trade Buyer acknowledges and shall ensure that the End Purchaser is aware that painted and finished surfaces of the Goods may discolour during use due to heat. Metal surfaces require regular protection against moisture and the Trade Buyer shall ensure that the End Purchaser is aware they must follow the cleaning and use instructions provided to maintain the Goods in good condition.

4.9 The Seller operates a policy of continuous product development and improvement and the Trade Buyer accepts that changes in detail may occur between ordering and delivery.

4.10 Flueless fires, while extremely efficient, should not be regarded as a primary source of heat. The Seller recommends that they be installed in conjunction with an additional form of heating, such as central or under-floor heating. Decorative gas fires (DGF) are also a secondary source of heat. The Trade Buyer accepts that it is their responsibility to inform the End Purchaser that it should not be automatically assumed that a new gas fire will provide more heat than an existing appliance as technical specifications vary from genre to genre.

4.11 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform to any applicable statutory or EC requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.

5 PRICE OF THE GOODS

5.1 The price of the Goods shall be the Seller’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller’s published trade, Key Account or Gold Account (as applicable to the Trade Buyer) price list current at the date of acceptance of the Order. All prices quoted are valid for 30 days only unless revised earlier by the Seller or until earlier acceptance by the Trade Buyer, after which time they may be altered by the Seller without giving notice to the Trade Buyer.

5.2 Where the Goods are supplied for export from the United Kingdom, the Seller’s published export price list shall apply.

5.3 The Seller reserves the right, by giving notice to the Trade Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the cost of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods requested by the Trade Buyer, or any delay caused by any instructions of the Trade Buyer or failure of the Trade Buyer to give the Seller adequate information or instructions.

5.4 Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in Writing between the Trade Buyer and the Seller, all prices are given by the Seller on an ex works basis, and where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises, the Trade Buyer shall be liable to pay the Seller’s charges for transport, packaging and insurance.

5.5 The price is exclusive of any applicable value added tax, which the Trade Buyer shall be additionally liable to pay to the Seller.

6 TERMS OF PAYMENT

6.1 The price for Bespoke Goods becomes payable in full by the Trade Buyer at the time that the Order is placed.

6.2 Subject to clause 6.1 and any special terms agreed in Writing between the Trade Buyer and the Seller, the Seller shall be entitled to invoice the Trade Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Trade Buyer or the Trade Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Trade Buyer for the price at any time after the Seller has notified the Trade Buyer that the Goods are ready for collection or (as the case maybe) the Seller has tendered delivery of the Goods.

6.3 The Trade Buyer shall pay the price of the Goods (less any discount to which the Trade Buyer is entitled, but without any other deduction) within 30 days of the date of the Sellers invoice, and the Seller shall be entitled to recover the price, not withstanding that delivery may not have taken place and the property in the Goods has not passed to the Trade Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.

6.4 Where the Trade Buyer settles an invoice by way of a credit card payment a 2.5% surcharge will be added to the total amount payable.

6.5 If the Trade Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to any one or more of the following remedies:

6.5.1 cancel the Contract or suspend any further Orders and/or deliveries to the Trade Buyer; and

6.5.2 appropriate any payment made by the Trade Buyer to such of the Goods (or the Goods supplied under any other Contract between the Trade Buyer and the Seller) as the Seller may think fit (not withstanding any purported appropriation by the Trade Buyer); and

6.5.3 charge the Trade Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 4% per annum above Barclays Bank Plc base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).

7 DELIVERY

7.1 Delivery of the Goods shall be made by the Trade Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Trade Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller in Writing, delivering the Goods to that place. The Seller cannot be held liable for any missed installation dates due to the late delivery of Goods.

7.2 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Seller in Writing.

7.3 The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Trade Buyer.

7.4 The Trade Buyer should allow at least 20 working days for delivery of core products.

7.5 Estimated delivery dates for bespoke and non-core Goods will be set out in the Seller’s quotation or acknowledgement.

7.6 Any shortages and/or damage to the Goods must be reported within 24 hours of delivery. If the Trade Buyer does not notify the Seller within 24 hours the Goods will be deemed to be delivered in accordance with the Order. A signed delivery note will be proof of delivery.

7.7 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate Contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Terms or any claim by the Trade Buyer in respect of any one instalment shall not entitle the Trade Buyer to treat the Contract as a whole as repudiated.

7.8 If the Seller fails to deliver the Goods (or any instalment) for any reason other than any cause beyond the Seller’s reasonable control or the Trade Buyer’s fault, and the Seller is accordingly liable to the Trade Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Trade Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.

7.9 If the Trade Buyer fails to take delivery of the Goods [within 30 days of being notified that the Goods are ready] or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Trade Buyers reasonable control or by reason of the Sellers fault) then, without prejudice to any other right or remedy available to the Seller, the Sellers may:

7.9.1 store the Goods until actual delivery and charge the Trade Buyer for the reasonable costs (including insurance) of storage; or

7.9.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Trade Buyer for the excess over the price under the Contract or charge the Trade Buyer for any shortfall below the price under the Contract.

8 INSTALLATION

8.1 The Trade Buyer shall inspect and approve the Goods on delivery and in any event prior to installation. If there is a defect in the Goods which is or would have been apparent upon inspection the Trade Buyer must report such defect within 24 hours of delivery and if it is not reported to the Seller, the Seller shall not be liable for any losses, costs or expenses (for example the cost of reinstallation or redecoration) incurred as a result of the Trade Buyer or the End Purchaser’s failure to inspect the Goods and enable the Seller to remedy such defect prior to installation.

8.2 All dimensions quoted are approximate and subject to change without notice and should be physically checked by the Trade Buyer before commencing installation, cutting fireplace materials and/or constructing a false chimney breast.

8.3 Fireplaces, gas and electric fires are complex products and consumer safety demands that they be installed and operated correctly. The Goods are supplied to the Trade Buyer solely on the basis that they will be installed on behalf of the End Purchaser by experienced and, where necessary, fully qualified installers.

8.4 Flueless gas appliances supplied by the Seller have been successfully tested and approved to European Standards and may therefore be installed against most wall coverings and materials (for the avoidance of doubt, see the User Guide) and other suitable surfaces. If unsure, the End Purchaser should always be advised by the Trade Buyer to refer to the manufacturer of such wall coverings or materials to confirm that they are suitable for use with a heating appliance.

8.5 The Trade Buyer accepts that the Seller cannot be held responsible for the effects of any drying-out or shrinkage of plaster surfaces. The Trade Buyer shall make the End Purchaser aware that new plaster in the area above a heating appliance should be allowed to dry naturally as recommended by their plasterer (at least 4 weeks) before the use of the appliance.

9 RISK AND PROPERTY

9.1 Risk of damage to or loss of the Goods shall pass to the Trade Buyer in the case of the Goods to be delivered:

9.1.1 at the Seller’s premises, at the time when the Seller notifies the Trade Buyer that the Goods are available for collection; or

9.1.2 otherwise than at the Seller’s premises, at the time of delivery to the carrier appointed by the Trade Buyer.

9.2 Notwithstanding delivery and passing of risk in the Goods, or any other provision of these Terms, the property in the Goods shall not pass to the Trade Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other Goods agreed to be sold by the Seller to the Trade Buyer for which payment is then due. The Trade Buyer hereby grants to the Seller a lien over any Goods which it purchases and uses for display purposes.

9.3 Until such time as the property in the Goods passes to the Trade Buyer, the Trade Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Trade Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property, but the Trade Buyer shall be entitled to resell or use the Goods in the ordinary course of its business.

9.4 Until such time as the property in the Goods passes to the Trade Buyer (and provided the Goods are still in existence and have not been resold), or, in the case of display Goods, while such Goods remain subject to a lien, the Seller shall be entitled at any time to require the Trade Buyer to deliver up the Goods to the Seller and, if the Trade Buyer fails to do so forthwith, to enter upon premises of the Trade Buyer or any third party where the Goods are stored and repossess the Goods.

9.5 The Trade Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Trade Buyer does so all moneys owing by the Trade Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

10 WARRANTIES AND LIABILITY

10.1 Subject to the remainder of this clause 10 the Seller warrants that the Goods will correspond with their specification (as set out in clause 4 above) at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from the date of delivery to the Trade Buyer or whatever longer period of time is allowed in the separate Warranty Terms.

10.2 Warranty claims for certain Goods may not be valid if the End Purchaser has not signed having received Goods in good condition PRIOR to installation. For further information refer to the Warranty Terms.

10.3 The above warranty is given by the Seller subject to the following conditions and conditions of delivery (Clause 7, above) and the specific Warranty Conditions relating to certain Goods:

10.3.1 the Seller shall be under no liability in respect of any defect in the Goods arising from any drawings, design or specification supplied by the Trade Buyer;

10.3.2 the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in Writing), misuse or alteration or repair of the Goods without the Seller’s approval;

10.3.3 the Seller shall be under no liability in respect of any defect if it has been sold or delivered outside of the Trade Buyer’s agreed sales territory which may be amended from time to time;

10.3.4 the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee which can be lawfully excluded) if the total price for the Goods has not been paid by the due date for payment;

10.3.5 the above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Trade Buyer shall only be entitled to the benefit of such warranty or guarantee as is given by the manufacturer to the Seller; and

10.3.6 the Seller may require the Trade Buyer to assist in the provision of warranty support in the event of a warranty claim by an End Purchaser. In this case, the Seller will reimburse the Trade Buyer’s reasonable costs previously agreed in Writing by the Seller.

10.4 Subject as expressly provided in these Terms, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) where the Seller’s consumer terms and conditions of sale will apply, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

10.5 Any claim by the Trade Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Trade Buyer) be notified to the Seller within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Trade Buyer does not notify the Seller accordingly, and give the Seller a reasonable opportunity to examine such defect, the Trade Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Trade Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

10.6 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Terms, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Trade Buyer the price of the Goods (or a proportionate part of the price) but, save in respect of death or personal injury caused by the Seller’s negligence, the Seller shall have no further liability to the Trade Buyer.

10.7 Nothing in these Term shall limit or exclude the liability of either party for:

10.7.1 death or personal injury resulting from negligence; or

10.7.2 fraud or fraudulent misrepresentation; or

10.7.3 the indemnity contained in clause 11.2.

10.8 Without prejudice to clause 10.7, the Seller shall not under any circumstances whatever be liable to the Trade Buyer, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any:

10.8.1 loss of profit; or

10.8.2 loss of goodwill; or

10.8.3 loss of business; or

10.8.4 loss of business opportunity; or

10.8.5 loss of anticipated saving; or

10.8.6 special, indirect or consequential damage. suffered by the Trade Buyer that arises under or in connection with this Contract.

10.9 Without prejudice to clause 10.7 the Seller's total liability arising under or in connection with these Terms, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall in all circumstances be limited to the price of the Goods of which the Trade Buyer claims a have resulted in the loss.

10.10 The Seller shall not be liable to the Trade Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Sellers reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:

10.10.1 act of God, explosion, flood, tempest, fire or accident;

10.10.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;

10.10.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

10.10.4 import or export regulations or embargoes;

10.10.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or a third party);

10.10.6 difficulties in obtaining raw materials, labour, fuel parts or machinery; or

10.10.7 power failure or breakdown in machinery.

11 INDEMNITY

11.1 If any claim is made against the Trade Buyer that the Goods infringe or that their use or resale infringes the patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person, then unless the claim arises from the use of any drawing, design or specification supplied by the Trade Buyer, the Seller shall indemnify the Trade Buyer against all loss, damages, costs and expenses awarded against or incurred by the Trade Buyer in connection with the claim, or paid or agreed to be paid by the Trade Buyer in settlement of the claim, provided that:

11.1.1 the Seller is given full control of any proceedings or negotiations in connection with any such claim;

11.1.2 the Trade Buyer shall give the Seller all reasonable assistance for the purposes of any such proceedings or negotiations;

11.1.3 except pursuant to a final award, the Trade Buyer shall not pay or accept any such claim, or compromise any such proceedings without the consent of the Seller (which shall not be unreasonably withheld);

11.1.4 the Trade Buyer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Trade Buyer may have in relation to such infringement, and this indemnity shall not apply to the extent that the Trade Buyer recovers any sums under such policy or cover (which the Trade Buyer shall use its best endeavours to do);

11.1.5 the Seller shall be entitled to the benefit of, and the Trade Buyer shall accordingly account to the Seller for, all damages and costs (if any) awarded in favour of the Trade Buyer which are payable by, or agreed with the consent of the Trade Buyer (which consent shall not be unreasonably withheld) to be paid by, any other party in respect of any such claim; and

11.1.6 without prejudice to any duty of the Trade Buyer at common law, the Seller shall be entitled to require the Trade Buyer to take such steps as the Seller may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which the Seller is liable to indemnify the Trade Buyer under this clause.

11.2 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Trade Buyer, the Trade Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Trade Buyer’s specification.

12 INSOLVENCY OF TRADE BUYER

12.1 This clause applies if:

12.1.1 the Trade Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration Order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction);

12.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Trade Buyer;

12.1.3 the Trade Buyer ceases, or threatens to cease, to carry on business;

12.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Trade Buyer and notifies the Trade Buyer accordingly; or

12.1.5 any event occurs, or proceeding is taken, with respect to the Trade Buyer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clauses 12.1.1 to 12.1.4.

12.2 If clause 12.1 applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Trade Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary and if the price is not paid the Seller shall be entitled at any time to require the Trade Buyer to deliver up any Goods previously supplied by the Seller whether paid for or not to the Seller and if the Trade Buyer fails to do so forthwith, to enter upon premises of the Trade Buyer or any third party where the Goods are stored and repossess such Goods.

13 INTERNET POLICY

13.1 The Seller takes great care to ensure that its products are made to high standards. The Seller recommends its Sales Materials that End Purchasers view samples at a Key Account or Gold Account retailer prior to purchase.

13.2 The Seller encourages the use of the internet to promote products but does not believe that the necessary standards of customer satisfaction and safety it sets can be achieved by direct internet sales outside of the geographical area served by the retailer and in any event cannot achieve the ongoing service levels which can be obtained when and End Purchaser makes such a purchase from a local Key Account or Gold Account retailer.

13.3 Accordingly, the Seller does not authorise any Key Account or Gold Account retailer to sell the Seller’s products directly over the internet and the Seller strongly recommends End Purchasers on the Website to be wary of any other website offering product availability on-line, or offering to deliver products outside of their immediate geographical area.

13.4 The Trade Buyer will not receive any warranty support when selling Goods outside of its sales territory, unless by prior Written agreement from the Seller.

13.5 The Seller will, from time-to-time, make special offers available to customers via its Website, but core products may be delivered to customers via the nearest Key Account or Gold Account retailer, such retailer being given up to 40% gross profit margin on the transaction by way of credit to their account.

14 ASSIGNMENT

14.1 The Trade Buyer may not transfer any if its rights or obligations under these Terms to another person without the Seller’s prior Written consent, which the Seller will not unreasonably withhold.

14.2 The Seller can transfer all or any of its rights and obligations under these Terms to another organisation, but this will not affect the Trade Buyer’s rights under these Terms.

15 GENERAL

15.1 Any notice required or permitted to be given by either party to the other under these Terms shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

15.2 No waiver by the Seller of any breach of these Terms by the Trade Buyer shall be effective unless made in Writing by the Seller and shall not be considered as a waiver of any subsequent breach of the same or any other provision.

15.3 If any provision of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.

15.4 The Contract shall be governed by the laws of England, and the Trade Buyer agrees to submit to the non-exclusive jurisdiction of the English courts.

15.5 A person who is not party to these Terms shall not have any right or in connection with them under the Contract (Rights of Third Parties) Act 1999.