Terms and Conditions of Sale

1 Interpretation

1.1 The following definitions apply in these conditions:
Buyer: the person, firm or company who purchases the Goods from the Company.
Company: Thomas Fattorini Limited (company number 153351).
Contract: any contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating these conditions.
Goods: badges and other accessories agreed in the Contract to be supplied by the Company to the Buyer.
Website: fattorini-schools.co.uk, schoolbadges.co.uk, school-supplier.co.uk, school-badges.co.uk, school-prefect-badges.co.uk, school-prefect-badges.com
1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3 Words in the singular include the plural and in the plural include the singular.

2 Application of Terms

2.1 Subject to condition 2.2 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document). The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this condition shall exclude or limit the Company's liability for fraudulent misrepresentation.
2.2 Each order for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions. No order placed by the Buyer shall be deemed to be accepted by the Company until a confirmation of order is issued by the Company.

3 Description and Specification 

3.1 The quantity and description of the Goods shall be as set out in the confirmation of order. All samples or advertising issued by the Company and any descriptions or illustrations contained in the Company's catalogues or brochures or on the Website are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and this is not a sale by sample.
3.2 The Buyer shall be responsible to the Company for ensuring the accuracy of the terms of any order (including any specification for bespoke production of the Goods) submitted by the Buyer, and for giving the Company all and any necessary information relating to the Goods within a sufficient time to enable the Company to perform the Contract in accordance with its terms.
3.3 If the Goods are to be produced on a bespoke basis or any process is to be applied to the Goods by the Company in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Company against all losses, damages, costs and expenses awarded against on or incurred by the Company in connection with any claim against the Company for infringement of the rights of any third party which results from the Company’s use of or adherence to the Buyers specification.
3.4 The Company reserves the right to make any changes to the specification of the Goods which are required to conform with any applicable statutory requirements.

4 Delivery

4.1 Delivery of the Goods shall take place on such terms as are specified in the confirmation of order. Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be of the essence and shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
4.2 The Buyer shall be responsible for ensuring that all necessary export licences are obtained. The Buyer shall be responsible for complying with any legislation or regulations governing the importation of goods into the country of destination and for the payment of any duties on them.
4.3 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations, risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Company’s negligence), the Goods shall be deemed to have been delivered, and the Company may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

5 Non-Delivery

5.1 The Company shall not be liable for any non-delivery of Goods (even if caused by the Company's negligence) unless the Buyer gives written notice to the Company of the non-delivery within 7 days of the date when the Goods would in the ordinary course of events have been received.
5.2 Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

6 Risk/Title

6.1 The Goods are at the risk of the Buyer from the time of delivery. 
6.2 Ownership of the Goods shall not pass to the Buyer until the Company 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 Company from the Buyer on any account.
6.3 until ownership of the Goods has passed to the Buyer, the Buyer shall:
6.3.1 hold the Goods on a fiduciary basis as the Company's bailee;
6.3.2 store the Goods (at no cost to the Company) in such a way that they remain readily identifiable as the Company's property;
6.3.3 not destroy, deface or obscure any identifying mark on the Goods; and
6.3.4 maintain the Goods in satisfactory condition and keep them insured on the Company's behalf for their full price against all risks to the reasonable satisfaction of the Company.
6.4 The Buyer's right to possession of the Goods shall terminate immediately if the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed over its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer, or the Buyer is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade, or the Buyer encumbers or in any way charges any of the Goods.
6.5 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
6.6 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
6.7 On termination of the Contract, howsoever caused, the Company's (but not the Buyer's) rights contained in this condition 6 shall remain in effect. 
6.8 Where the Company is unable to determine whether any Goods are the goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.

7 Price

Unless otherwise agreed by the Company in writing, the price for the Goods and their delivery shall be as set out in the confirmation of order. Such price shall be exclusive of any applicable VAT or like tax, unless specifically stated.

8 Payment

8.1 Subject to condition 8.2, payment for the Goods is due when the order is placed. Time for payment shall be of the essence. No payment shall be deemed to have been received until the Company has received cash or cleared funds.
8.2 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.
8.3 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.
8.4 If the Buyer fails to pay the Company any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 2% above the base lending rate from time to time of Barclays Bank Plc, accruing on a daily basis until payment is made, whether before or after any judgement. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

9 Quality

9.1 The Company warrants that (subject to the other provisions of these conditions) the Goods shall be of satisfactory quality and (subject to condition 3.2) reasonably fit for their intended purpose within the meaning of the Sale of Goods Act 1979.
9.2 The Company shall not be liable for a breach of the warranty in condition 9.1 unless the Buyer gives written notice of any defect to the Company within 5 working days of the time when the Buyer discovers or ought to have discovered the defect and the Company is given a reasonable opportunity after receiving the notice to examine the Goods and the Buyer (if asked to do so by the Company) returns the Goods to the Company for such examination.
9.3 The Company shall not be liable for a breach of the warranty in condition 9.1 if:
9.3.1 the defect arises because the Buyer failed to follow the Company’s instructions (if any) as to the storage, commissioning or use, of the Goods; or
9.3.2 the Buyer alters or repairs such Goods without the written consent of the Company.
9.4 Subject to condition 9.2 and condition 9.3, if any of the Goods do not conform with the warranty in condition 9.1 the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Buyer shall, at the Buyer’s expense, return the Goods or the part of such Goods which is defective to the Company. Any Goods replaced shall belong to the Company.
9.5 If the Company complies with condition 9.4 it shall have no further liability for a breach of the warranty in condition 9.1 in respect of such Goods.

10 Limitation of Liability

10.1 Subject to condition 4, condition 5 and condition 9, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of any breach of these conditions, any use made or resale by the Buyer of any of the Goods, and any representation, statement or act or omission including negligence arising under or in connection with the Contract.
10.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
10.3 Nothing in these conditions excludes or limits the liability of the Company for death or personal injury caused by the Company's negligence, under section 2(3) Consumer Protection Act 1987 or for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability or for fraud or fraudulent misrepresentation.
10.4 Subject to condition 10.2 and condition 10.3:
10.4.1 the Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price;
10.4.2 the Company shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract; and
10.4.3 the Company shall not be liable for any duty, charge, fee, fine or penalty whatsoever imposed by customs authorities.

11 Assignment

The Company may assign the Contract or any part of it to any person, firm or company. The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.

12 Force Majeure

The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.

13 General

13.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
13.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
13.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract. Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
13.4 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
13.5 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

14 Communications

14.1 Save where otherwise expressly stated or agreed all communications between the parties about the Contract shall be in writing in the English language and delivered by hand, or sent by air mail, recorded post, email or fax:
14.1.1 (in case of communications to the Company) to its registered office (or such other address as the Company shall notify to the Buyer) or to such email address or fax number as the Company shall notify to the Buyer; or 
14.1.2 (in the case of the communications to the Buyer) to its registered office (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of the Contract (or such other address as the Buyer shall notify to the Company) or to such email address or fax number as the Buyer shall notify to the Company.
14.2 Communications shall be deemed to have been received if delivered by hand, on the day of delivery, if sent by air mail or registered or recorded post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting) or if sent by email or by fax on a working day prior to 4.00 pm in the place of receipt, at the time of transmission and otherwise on the next working day.

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