Buyer: the business or person who purchases the Goods from the Seller.
Contract: the contract between the Seller and the Buyer for the sale and purchase of the Goods in accordance with these Conditions.
Force Majeure Event: an event or circumstance beyond a party's reasonable control.
Goods: the goods (or any part of them) set out in the Order.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up , goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order: the Buyer’s order for the Goods as set out in the Buyer’s purchase order form, the Buyer’s written acceptance of the Seller’s quotation, or as otherwise agreed by the parties.
Seller: Zardi & Zardi Limited (registered in England and Wales with company number 05193800).
These terms and conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. The Order constitutes an offer by the Buyer to purchase the Goods in accordance with these terms and conditions. The Buyer is responsible for ensuring that the terms of the Order are complete and accurate.
The Goods are described in the relevant product information sheet(s) produced by the Seller from time to time. The Seller reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
All prices are subject to VAT payable by the Buyer at the rate prevailing at the time of the invoice. The prices given in a price list may be altered in writing by the Seller at any time to take reasonable account of changes in the market conditions or costs.
All invoices are due for settlement by the Buyer within 30 days of the date of the invoice. Late payment may attract interest at 4% per annum over HSBC’s base rate from time to time.
Any time given for delivery is an estimate only, and although all reasonable steps will be taken to meet the estimate, the Seller will not be held responsible for damage or loss arising directly or indirectly out of delay. Rate for carriage and delivery are available on request. If Goods supplied by the Seller are in any way not in accordance with the Buyer’s Order, the Buyer must notify the Seller in writing within 7 working days of delivery.
The Seller does not give or imply any warranty as regards to the quality or suitability of the Goods, unless specifically and separately done so in writing upon request and after having been appraised of all relevant details concerning proposed usage of the Goods.
The Goods supplied remain the property of the Seller until fully paid for. During the period between supply of the Goods by the Seller and payment by the Buyer, the Buyer is fully responsible for care and condition of the Goods. In the event of the Buyer going into receivership, liquidation or a voluntary administration agreement, the Buyer’s right to possession ceases, and the Seller may demand immediate return of the Goods.
All Intellectual Property Rights in the Goods are owned by the Seller unless otherwise notified.
The Buyer undertakes to notify the Seller at the time of placing its Order if it intends to use the Goods in any still photograph or motion picture (a “Production”). The Buyer acknowledges that where the Seller is not the sole owner of the Intellectual Property Rights in the Goods, additional permission to use the Goods in a Production will be required from the Intellectual Property Rights owner.
The Buyer undertakes to obtain such permission prior to using the Goods in, or in connection with, a Production and shall indemnify the Seller from and against any losses, damages, liability, costs and expenses (including reasonable professional fees) incurred by the Seller as a result of any action, demand or claim arising from the Buyer’s failure to obtain permission to use the Goods in or in connection with a Production.
The Seller will accept the return of the Goods provided that the Goods are returned in the same condition as supplied, and that the Seller has agreed in advance to their return. If the Buyer returns the Goods because of a change of requirements or cancellation, the Seller may apply a surcharge of up to 20% of the value of the Goods to cover the cost of transport and restocking.
11.1. Without limiting its other rights or remedies, the Seller may terminate this Contract with immediate effect by giving written notice to the Buyer if:
a) the Buyer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified to do so;
b) the Buyer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up, having a receiver appointed to any of its assets or ceasing to carry on business;
c) the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
d) the Buyer’s financial position deteriorates to such an extent that in the Seller’s opinion the Buyer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
11.2. Without affecting any other right or remedy available to it, the Seller may terminate this Contract on giving not less than 7 days’ written notice to the Buyer.
12.1. Nothing in these Conditions shall limit or exclude the Seller’s liability for:
a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
b) fraud or fraudulent misrepresentation;
c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
d) defective products under the Consumer Protection Act 1987.
12.2 Subject to clause 12:
a) the Seller shall under no circumstances whatsoever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
b) the Seller’s total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the price of the Goods.
In the event of circumstances falling within the meaning of a Force Majeure Event, including such circumstances affecting the Seller’s suppliers, the Seller shall be relieved of all liabilities caused by such circumstances.
The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.