"Seller" means teapigs ltd.
"Buyer" means the company, firm or other legal person placing an order with the Seller.
“Contract” means any contract between the Seller and Buyer for the purchase and sale of the Goods, incorporating these conditions.
"Goods" means the goods agreed in the Contract to be supplied to the Buyer by the Seller or any part of them.
2. APPLICATION OF TERMS
Except as expressly agreed by the Seller in writing, each Contract shall be on these conditions to the exclusion of any terms and conditions which the Buyer purports to apply under any purchase order, confirmation of order or other document.
3.1. Except as expressly agreed by the Seller in writing, the price payable for the Goods shall be the price set out in the Seller’s price list in place on the date on which the Seller despatches the Goods. The Seller reserves the right to publish a new price list at any time without prior notice. If the Seller publishes a new price list between the date of the order being submitted and the Goods being despatched, the Seller shall advise the Buyer of the new price prior to despatch and shall despatch the Goods only following confirmation from the Buyer that it wishes to continue.
3.2. The price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods.
4.1. Subject to condition 8.1.1, the Buyer shall pay the price for the Goods in pounds sterling on or before the thirtieth day from date of invoice, unless otherwise agreed inwriting by the Seller and the Buyer.
4.2. No payments shall be withheld by the Buyer for any reason nor may any counterclaim of the Buyer be set off against any paymen tdue under the Contract with the written consent of the Seller.
4.3. If the Buyer fails to make payment in accordance with this condition 4 then without prejudice to any other rights or remedies, the Seller may charge the Buyer interest on the amount outstanding at the rate of 4% per annum above LIBOR.
4.4. The Seller shall be entitled to allocate payments received from the Buyer against any invoice issued to the Buyer that is due for payment.
5. DELIVERY, DEFECTS AND SHORTAGES
5.1. Delivery shall take place on the first to occur of the following as agreed between the parties:
5.1.1. Delivery of the Goods to the Buyer at the Seller’s premises;
5.1.2. Delivery of the Goods by the Seller to the Buyer’s premises;
5.1.3. Delivery of the Goods to an agreed place, if neither of the above.
5.2. Delivery dates are approximate only and time of delivery shall not be of the essence.
5.3. The Seller shall be entitled to deliver the Goods by instalments.
5.4. The Seller shall not be liable for any defect in quality or shortage of the Goods delivered unless the Buyer:
5.4.1. gives written notice to the Seller, and the carrier where it may be responsible, within two working days of delivery (unless the Buyer can show reasonable grounds why such damage or shortage was not capable of discovery within this period, in which case notice must be given on discovery and in any case no later than fifteen working days of delivery); and
5.4.2. holds defective Goods at the Buyer’s cost to the Seller’s instructions and allows the Seller and its representatives to inspect such Goods.
5.5. In the event of a shortage or defect, the Seller shall at its option (i) deliver the shortfall or replacement Goods or (ii) refund the price of such Goods, which shall be the Buyer’s sole remedy.
5.6. The Buyer shall have no right to require the Seller to take back and give credit for non-defective Goods delivered to the Buyer in accordance with these Conditions.
6. RISK AND TITLE
6.1. All Goods are at the risk of the Buyer from the time of delivery.
6.2. The Buyer shall store the Goods in appropriate conditions: ambient, dry and away from heavily-scented items.
6.3. Legal and beneficial title to the Goods shall not pass to the Buyer until the Seller has received in full (in cash or cleared funds) all sums due to it in respect of the Goods and all other sums which are or which become due to the Seller from the Buyer.
6.4. Until ownership of the Goods passes to the Buyer, the Buyer:
6.4.1. shall hold the Goods on the Seller’s behalf;
6.4.2. shall store the Goods at the Buyer’s cost separately from all other goods of the Buyer or any third party so they remain readily identifiable as the Seller’s property and shall not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
6.4.3. shall maintain the Goods in satisfactory condition and keep them insured on the Seller’s behalf for their full price.
6.5. The Buyer may resell the Goods in the ordinary course of its business before property in the Goods has passed to it. Any such sale is a sale of the Seller’s property on the Buyer’s own behalf and is made by the Buyer acting as principal. The Buyer shall be deemed to have sold all of each type of the Goods in the order in which they were invoiced to the Buyer.
6.6. The Seller may bring an action for the price of the Goods notwithstanding that property in them has not passed to the Buyer.
7.1. The Seller sells the Goods to the Buyer on condition that the Buyer:
7.1.1. retails the Goods only from the retail premises (bricks-and-mortar or online) approved for this purpose by the Seller, and not via any channel inappropriate for a brand of Seller’s premium nature (e.g. Amazon or eBay);
7.1.2. does not engage in any secondary wholesaling of the Goods.
8. SELLER’S RIGHTS
8.1. If: (1) the Buyer fails to observe or perform any of its obligations under the Contract or any other contract between the Seller and the Buyer and/or (2) (i) the Buyer suffers any event of insolvency in any jurisdiction (including but not limited to, being declared insolvent, making any composition or making or proposing any arrangement (including a voluntary arrangement) with its creditors, having a winding-up order made or a resolution for voluntary winding-up passed, having an administrator, receiver, administrative receiver and/or liquidator appointed or taking or having any steps taken by any third party to appoint the same) (ii)the Buyer ceases, or threatens to cease, to carry on business; (iii) any distress or execution is levied on any of the Seller’s Goods; (iv) the Buyer is unable to pay its debts as they fall due; or (v) the Buyer in any way charges any of the Goods which are the Seller’s property:
8.1.1. all sums outstanding in respect of the Goods and all other sums owning by the Buyer to the Seller shall become due and payable immediately;
8.1.2. the Seller shall have the right to repossess any of the Goods which are the Seller’s property(without prejudice to any other rights or remedies); and
8.1.3. the Seller may suspend deliveries of Goods to the Buyer; terminate any of the Contracts; and/or require payment in cash or bankers draft prior to further deliveries.
8.2. The Buyer grants the Seller and its representatives an irrevocable licence to enter any premises where the Seller’s Goods are or may be stored at any time for the purposes of conditions 5.4.2 and 8.1.2 and to verify that the Buyer is storing the Goods in accordance with condition 6.3.2.
9.1.1. The Seller’s liability (if any) whether in contract, tort (including, without limit, negligence) or otherwise in respect of any defect in the Goods, or for any breach of these Conditions, or of any duty owed to the Buyer regarding the Goods or Conditions shall be limited to the price payable for the Goods in question. The Seller shall not be liable for any delays in delivery; for any damage to the Goods caused by a failure to store them in appropriate conditions; for any loss of profit incurred by the Buyer; for any indirect or consequential loss of any kind whatsoever; for the cost of substitute goods.
9.1.2. Nothing in these Conditions shall exclude or restrict the Seller’s liability for any fraudulent misrepresentation made to the Buyer on which the Buyer relied in entering any contract under these Conditions; or to any person for death or personal injury to that person resulting from the Seller’s negligence; or under consumer protection legislation to a person who has suffered physical injury caused wholly or partly by a defect in the Goods or to a dependent or relative of such a person.
9.1.3. These Conditions shall constitute the entire agreement between the Seller and the Buyer and any modification to them will be binding only if evidenced in writing and signed by a duly authorised representative of the Seller and such evidence contains a specific reference to these Conditions being modified.
9.1.4. These conditions shall be governed by the laws of England and shall be subject to the exclusive jurisdiction of the English Courts.