Terms and conditions
1.
Definitions and Interpretation
costs, damages, expenses or charges whatsoever suffered or incurred by you (whether directly or indirectly) as a result of any delay in the delivery of the Goods, nor shall any such delay entitle you to terminate or rescind the Contract. We reserve the right for Delivery to occur in instalments. If we exercise this right, each instalment will be a separate contract on and subject to these Conditions. 5. Inspection on Delivery 5.1. You must inspect the Goods and notify us in writing of any problems within seven (7) days of Delivery. At our request, you must return to us or allow us to inspect at your premises any allegedly damaged or non-conforming Goods. If we find any Goods to be damaged, non-conforming or missing, we will (at our option and as your sole remedy) repair or replace or issue you with a credit note for the Goods in question. 6. Retention of Title 6.1. Legal and beneficial title (“title”) to the Goods will not pass to you until we receive in full in cleared funds: (a) payment for the Goods; and (b) payment of all other sums which are or which become due to us from you. 6.2. Until title to the Goods has passed to you, you will: (a) keep the Goods insured on our behalf for their full replacement value against all risks and, on request, produce the relevant policy of insurance for inspection by us; (b) store the Goods separately from all your other goods and in such a way that they remain readily identifiable as our property; (c) not destroy, deface or obscure any identifying mark or packaging on any of the Goods; (d) not, without our prior written consent, annex any of the Goods to your premises; (e) ensure that the Goods are kept in good condition; and (f) immediately notify us if any Insolvency Event occurs or if you have reason to believe any such event may occur. 6.3. Until such time as title to the Goods passes to you, you grant us and our representatives an irrevocable licence at any time to enter without notice any premises where the Goods are being stored or kept in order to inspect them and identify them as our property. 6.4. Notwithstanding the provisions of Conditions 6.1 and 6.2, you may use or re-sell the Goods in the ordinary course of your business PROVIDED ALWAYS THAT your powers of use and sale under this Condition 6.4 shall terminate immediately and automatically upon the occurrence of any Insolvency Event. 6.5. If, in accordance with your rights under Condition 6.4 you resell the Goods or any of them: (a) you do so as principal, not as our agent; and (b) title to the relevant Goods will pass to you immediately prior to the time at which resale occurs. 6.6. Upon termination of your powers of use and re-sale under Condition 6.4: (a) you will immediately place any Goods which have not been resold or irrevocably incorporated into another product, that are under your control or in your possession, at our disposal; (b) you will be deemed irrevocably to authorise us and our representatives to enter at any time with or without vehicles and with or without giving you prior notice any premises at which any such Goods are being stored to remove the Goods from there. You will be responsible for procuring us access to any third party premises at which the Goods are being stored; and (c) we will be entitled to cancel all or any part of any orders for goods placed with us by you which have not yet been delivered (whether or not accepted and you make a bankruptcy application or have a bankruptcy petition or order made against you, or you make an arrangement or composition with your creditors, or you otherwise take the benefit of any statutory provision for the time being in force for the relief of insolvent debtors (and, in the case of a partnership, “you” shall include any individual partner in that partnership), or, being a body corporate, you convene a meeting of your creditors (whether formal or informal) or you enter into liquidation (whether voluntary or compulsory), except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or you have a receiver, manager, administrator or administrative receiver appointed over all or any of your undertaking, or documents are filed with the court for the appointment of an administrator over you, or notice of intention to appoint an administrator is given by you or your directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B to the Insolvency Act 1986), or a resolution is passed or petition presented to the court for your winding up or for the granting of an administrative order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency, or an event or circumstance similar to any of the foregoing occurs in relation to you in any jurisdiction other than England or Wales; (b) you suffer or allow any execution, whether legal or equitable, to be levied whether or not under the Contract) without any liability to you. 6.7. An “insolvency event” means any of the following: (a)
1.1. In these Conditions: Contract means the contract between us and you formed in accordance with Condition 2.3; Delivery means us delivering the Goods to you in accordance with Condition 4 and the term “Delivered” shall be construed accordingly; Goods means the goods supplied or to be supplied by us to you under the Contract; Insolvency Event means any event of insolvency, as set out in Condition 6.7; Order Acknowledgement means our written acceptance of your order; Total Contract Price means the total amount payable by you for the Goods pursuant to Condition 7.1; “we”, “us” and “our” means STAEDTLER (U.K.) LIMITED a company registered in England and Wales with company number (0079727 2) whose registered office is at 31 Old Field Road, Pencoed, Bridgend, CF35 5LJ; working hours means any time other than Saturday, Sunday or public holidays in England and Wales when the banks are open for business; “you” and “your” means the person from whom we receive an order; 2. a reference to any statute or statutory provision is a reference to it as it is in force for the time being taking account of any amendment, extension or re- enactment and includes any subordinate legislation made under it; the words “includes” and “including” mean includes without limitation and including without limitation; the singular includes the plural and vice versa; “person” means any person including individuals, firms, partnerships, bodies corporate, associations, organisations and trusts; and the clause headings in these Conditions do not affect interpretation. 2. Contract Formation and application of terms 2.1. Your order is an offer by you to purchase goods from us on and subject to these Conditions. 2.2. Any quotation issued by us constitutes an invitation to treat and not an offer and may be withdrawn or revised by us at any time prior to our acceptance of your order. 2.3. Your offer is not accepted by us unless and until we issue an Order Acknowledgement or, if earlier, we process and dispatch the Goods for Delivery. 2.4. A contract for the supply of Goods by us to you on and subject to these Conditions is formed upon the acceptance by us of your offer in accordance with Condition 2.2. 2.5. These Conditions comprise the only terms and conditions upon which we will supply to you the Goods and (unless otherwise agreed in writing by us) any other goods ordered by you from time to time and shall prevail to the exclusion of all other terms and conditions (including any terms or conditions which you at any time purport to apply under any order, confirmation of order, acceptance of quotation, specification or other document). Your standard terms and conditions of purchase (if any) are expressly excluded from the Contract. No proposed variation to the Contract shall be binding on the parties unless agreed in writing by both you and a duly authorised person on behalf of us. 3. Description of Goods 3.1. The description of the Goods shall be as stated in our product lists as issued by us from time to time. All drawing, illustrations and descriptive matter issued or published by us in our catalogues, brochures or other promotional materials are issued or published by us for the sole purpose of giving an approximate idea of the goods supplied by Us and shall not form part of the Contract. The Contract is not a sale by sample. 4. Delivery 4.1. We and you agree that we are responsible for delivering the Goods. We will deliver the Goods to the agreed delivery address. 4.2. Risk in the Goods will pass from us to you upon Delivery. 4.3. If you fail to take delivery of the Goods when they are delivered in accordance with Condition 4.1, we shall be entitled to charge you for any resulting storage, insurance and/or transportation charges and/or any other costs and/or expenses incurred by us. 4.4. Without prejudice to Condition 4.3, any failure by you to take delivery of the Goods when they are delivered in accordance with Condition 4.1 shall constitute a fundamental breach of the Contract and give us the right (at our option) to treat the Contract as discharged and sue you for damages. 4.5. Time for delivery of the Goods is not of the essence of the Contract and any delivery dates we give to you are non-binding estimates only. You acknowledge and agree that we shall have no liability to you under the Contract for any loss,
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