CONDITIONS OF SALE
In these terms and conditions (“Conditions”), the following definitions apply:
“Contract” means the contract between us and the Purchaser following an order for goods from the Purchaser accepted by us for the sale and purchase of any goods which incorporates these conditions.
“Goods” means the goods to be supplied by us under a Contract.
“Purchaser” means the person or company from Whom we accept an order for the supply of Goods.
“we” or “us” is reference to TokensFor Limited Company number 05307766.
- a) These conditions shall apply to all quotations from us and all orders and contracts for the sale of Goods accepted by us. Special or additional terms of the Purchaser contained in any order or otherwise shall be of no effect.
- b) The Contract may be cancelled by the Purchaser only with our written consent and on terms which will indemnify us for all loss.
- c) The Contract constitutes the entire agreement between the parties. The Purchaser acknowledges that it has not relied on any condition, statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in the Contract.
- d) All quotations provided by us shall be without obligation and can be revoked or amended by us at any time.
The Purchaser shall furnish us with all necessary specifications including artwork in a suitable format with its order. We take no responsibility for Goods manufactured, priced or delivered not in accordance with the order or the specifications, unless the Purchaser’s order and specifications are clear and correct in every particular and the said particulars are correctly set out in our acknowledgement.
All selling prices contained in our quotations and acknowledgments are stated exclusive of VAT or any other taxes or duties or assessments now or hereafter imposed or levied by or under law, rule or regulation concerning the Goods sold hereunder or the manufacture or sale thereof.
- TERMS OF PAYMENT
- a) Unless otherwise stipulated in our acknowledgment payment is due before the Goods are despatched.
- b) All amounts due under the Contract shall be paid without abatement, counterclaim, deduction or setoff.
- c) If the Purchaser fails to make payment due to us under the Contract, then the Purchaser shall pay interest on the overdue amount at the rate of 6% per annum above NatWest Bank base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount and the Purchaser shall pay such interest together with the overdue amount.
- TERMINATION AND PARTIAL DELIVERIES
- a) If the Purchaser becomes subject to any of the events listed in condition 6(b) we may terminate the Contract with immediate effect or make partial deliveries by giving written notice to the Purchaser.
- b) For the purposes of Condition 6(a) the relevant events are:
- The Purchaser suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts;
- The Purchaser commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Purchaser is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Purchaser with one or more other companies or the solvent reconstruction of the Purchaser;
iii. (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Purchaser, other than for the sole purpose of a scheme for a solvent amalgamation of the Purchaser with one or more other companies or the solvent reconstruction of the Purchaser;
- (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given of if an administrator is appointed over the Purchaser;
- (being a company) the holder of a qualifying floating charge over the Purchaser’s assets has become entitled to appoint or has appointed an administrative receiver;
- A person becomes entitled to appoint a receiver over the Purchaser’s assets or a receiver is appointed over the Purchaser’s assets;
vii. A creditor or encumbrancer of the Purchaser attaches to takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole of any part of its assets and such attachment of process is not discharged within 14 days;
viii. Any event occurs, or proceeding is taken, with respect to the Purchaser in any jurisdiction to which it is subject that has an effect equivalent or similar to any or the events mentioned in Conditions 6(b)(i) to (vii);
- The Purchaser suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business; and
- The Purchaser’s financial position deteriorates to such an extent that in our opinion the Purchaser’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
- c) Without limiting its other rights or remedies, we may suspend provision of the Goods under the Contract or any other contract between the Purchaser and us if the Purchaser becomes subject to any of the events listed in Condition 6(b) or we reasonably believe that the Purchaser is about to become subject to any of them, or if the Purchaser fails to pay any amount due under this Contract on the due date for payment.
- d) On termination of the Contract for any reason the Purchaser shall immediately pay to us all our outstanding unpaid invoices and interest.
- e) Termination of the Contact, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination.
- f) Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
- TIME FOR DESPATCH AND DELIVERY
- a) All periods for dispatch and delivery expressed in the Contract are approximate only and time of delivery is not of the essence. We shall not be liable for any delay in delivery of the Goods that is caused by a force majeure event or the Purchaser’s failure to provide us with adequate delivery instructions to supply the Goods.
- b) We shall be under no liability for any loss or damage to the Purchaser or others arising directly or indirectly out of late despatch and late despatch or delivery will not be deemed to be a breach of Contract, nor entitle the Purchaser to cancel the Contract.
- c) We shall be entitled, without liability on our part and without prejudice to our or other rights, to terminate the Contract or any unfulfilled part thereof, or at our option to suspend or make partial deliveries if the completion of the manufacture of the Goods by us or by our sub-contractor or suppliers is prevented, hindered or delayed whether directly or indirectly, by reason of the Purchaser failing to furnish necessary information or instructions, war, civil commotion; governmental restrictions, transport difficulties, strikes, lock-outs, accidents or stoppages to works, shortages of labour, materials, equipment, fuel or power, machinery breakdown or any other cause whatsoever beyond our or our sub-contractors or suppliers reasonable control, whether such cause exists at the date of the order or not (“force majeure event”). Any such cause shall be deemed to prevent, hinder or delay us or our subcontractors or suppliers if we or our sub-contractors or suppliers respectively are thereby prevented, hindered or delayed from fulfilling or aggregate obligations both under the Contract and under all other contracts, whether with the Purchaser or with third parties, relating to the supply of the same or similar goods.
- a) When delivery is effected on our vehicles or by an independent contractor arranged by us, the Purchaser shall be bound to accept delivery of the Goods on arrival at the Purchaser’s delivery address when risk in the Goods shall pass to the Purchaser. The Purchaser must notify us and the carrier in writing (otherwise that upon the carrier’s documents) of damage in transit, mis-delivery or quantity discrepancy immediately on arrival. The Purchaser must notify us in writing of non-delivery within 2 working days where delivery is effected through the post or by road transport.
- b) Where delivery is effected on the Purchaser’s vehicles or is arranged by the Purchaser, risk in the Goods shall pass to the Purchaser on delivery to the carrier, whether it be the Purchaser’s servant or agent or an independent contractor arranged by the Purchaser.
- c) Without prejudice to our other rights, should the Purchaser for any reason fail to accept delivery of the Goods on arrival, we shall be entitled at the Purchaser’s risk and expense to store the Goods and/or to procure or effect storage of the Goods elsewhere.
- FAULTS AND EFFECT AND EXCLUSION OF LIABILITY
- a) On delivery of the Goods shall conform with their description and be free from material defects in materials and workmanship. On delivery of the Goods the Purchaser must immediately examine them and any visual faults or defects must be notified to us in writing within 2 days of delivery.
- b) Upon the Purchaser within the appropriate period provided by part (a) above notifying us of any fault or defect in the Goods or within the appropriate period provided by Condition 9(a) of damage in transit, mis-delivery or quantity discrepancy and in the case of allegedly defective or faulty Goods upon there being returned to us within 10 days of such notification and upon the fault, defect or damage in transit, mis-delivery or quantity discrepancy being established to our satisfaction we shall endeavour to repair or replace (as we see fit) such Goods or to make up any shortage as soon as reasonably practicable. If Goods are delivered not in accordance with specification, we shall accept the same for credit and replacement, subject to the limitations referred to in part (c) of this Condition. All Goods replaced hereunder remain our property.
- c) We shall not repair or replace Goods or make up any shortages: –
- if faults or defects are not notified in accordance with Condition 9(a) or if damage in transit mis delivery or quantity discrepancy is not notified in accordance with Condition 8(a).
- in respect of which the Purchaser or any third party has without our previous written consent effected modifications or repairs;
iii. if the faults or defects were caused by incorrect or negligent handling, disregard of operation instructions, overloading, unsuitable work or any other default by the Purchaser or any third party;
- if the faults or defects were caused by fair wear and tear, accident, or any other matter beyond our reasonable control occurring after the date of arrival.
- d) The terms of this Condition 9 are in lieu of all conditions; warranties or other terms as to description, fitness for purpose, condition, merchantability, quantity or otherwise in respect of the Goods or packing, whether expressed in the Contract or implied by common law, custom or statute and notwithstanding that such purpose or condition may be, may become or may have been known to us. Subject to the provisions of Condition 9(f) apart from our obligation to repair or credit and replace Goods in accordance with the terms of this Condition, we accept no liability to the Purchaser or others for faults or defects in the Goods or for any loss or damage to the Purchaser or others arising from such faults or defects and any defects in quality or dimension shall not be grounds for the cancellation of the Contract or for-the balance of the Contract by the Purchaser.
- e) In addition, and without prejudice to the generality of the foregoing but subject to the provisions of Condition 9(f): –
- We shall not be liable to the Purchaser, whether in contract tort (including negligence) breach of statutory duty, or otherwise, for any loss of profit, or for any consequential loss or damage suffered by the Purchaser, including but without limitations, delay, loss of production or loss of or damage to other property or goods arising under or in connection with the Contract.
- Our total liability to the Purchaser in respect of all losses arising under or in connection with the Contract shall in no circumstances exceed the total price payable for the Goods as stated in the Contract.
- f) Nothing in these Conditions shall limit or exclude our liability for:
- death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
- fraud or fraudulent misrepresentation;
iii. breach of the terms implied by section 12 of the Sale of Goods Act 1979; and
- any matter in respect of which it would be unlawful for us to exclude or restrict liability.
- g) We reserve the right to deliver tokens to within ± 5% of the quantity specified in the Purchaser’s order.
- h) We reserve the right to deliver tokens with a colour that may vary from that advertised
- i) We reserve the right to deliver collectors with dimensions that may vary from those advertised
The Purchaser shall indemnify and hold us harmless against all claims by any person in tort or for infringement or alleged infringement of patents, trademarks, copyright, registered designs, or otherwise arising directly or indirectly in connection with Goods manufactured by us or with work done by us on Goods in accordance with the Purchaser’s specifications.
- PROPERTY IN THE GOODS
- a) Until payment in full has been received by us for all Goods whatsoever supplied at any time by us to the Purchaser
- Property in the Goods shall remain in us and the Purchaser shall hold the Goods on a fiduciary basis as our bailee;
- The Purchaser shall subject to Conditions 11(b)(iv) and (vii) below store the Goods separately from his own goods and the goods of third parties, properly stored, protected and insured;
iii. The Purchaser shall not remove deface of obscure any identifying mark or packaging on the Goods;
- The Purchaser may resell the Goods in the ordinary course of business and if it does such sale shall be as principal and not as our agent with title to the Goods passing from us to the Purchaser immediately before the time at which the resale by the Purchaser occurs;
- The Purchaser shall account to us for the price due for the Goods sold to us out of the proceeds of the Goods, and also any insurance proceeds and shall keep them separate from his own moneys and other assets and from those of third parties;
- We may appropriate payments by the Purchaser to such Goods and accounts as we see fit notwithstanding any purported appropriation by the Purchaser to the contrary, and may take such appropriation at any time;
vii. Notwithstanding that property in any Goods has not yet passed, the Purchaser may incorporate the Goods in or together with any product manufactured or assembled by the Purchaser in the ordinary course of its business;
- b) The powers of the Purchaser referred to in Condition 11(b) (iv) and (vii) above shall cease automatically if the Purchaser becomes subject to any of the events listed in condition 6(b);
- c) Upon determination of the powers of the Purchaser referred to in (iv) and (vii) above the Purchaser shall place the Goods at our disposal and we shall be entitled to enter upon the premises of the Purchaser and remove any Goods, including any Goods which may have been incorporated into or together with other products PROVIDED ONLY THAT their severance from such products is possible without materially damaging the other components thereof.
- GOVERNING LAW AND JURISDICTION
(a) The Contract shall in all respects be construed and operate in conformity with English law. If any of these Conditions or any part thereof is rendered void or unenforceable by any legislation to which it is subject, it shall be so void and unenforceable to that extent and no further.
(b) The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims) and such dispute or claim shall be governed by and construed in accordance with English law.
- a) We may at any time assign, transfer, mortgage, subcontract or deal in any other manner with all or any of our rights under the Contract and may subcontract or delegate in any manner any or all of our obligations under the Contract to any third party.
- b) The Purchaser may not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
- THIRD PARTIES
A person who is not a party to the Contract shall not have any rights to enforce its terms.
All waivers by us shall be in writing and the failure of us at any time to require the Purchaser’s performance of any obligation hereunder shall not affect our rights or remedies or be considered to be a waiver of any default or acquiescence therein
Please note that all sizes, weights, dimensions and quantities are approximates.We reserve the right to deliver tokens to within +/- 5% of the quantity specified in the Purchaser’s order.
By agreeing to our Terms and Conditions, you also agree to our Refund Policy, Delivery Policy and Shipping Policy.