1. INTERPRETATION

In these Conditions:

“Buyer” means the person, firm, or company who buy the Goods under the Contract.

“Goods” means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply under the Contract.

“Seller” means THE 1810 COMPANY Limited.

“Conditions” means the standard terms and conditions of sale set out in this document. “Contract” means the contract for the purchase and sale of Goods.

“Working Day” means the hours between 0900 hours and 1700 hours on any day of the week excluding Saturdays, Sundays and public holidays.

“Writing” via Email or through the 1810 App.

  1. SALE
    1. The Seller shall sell the Goods to the Buyer in accordance with any written order of the Buyer which is accepted by the Seller.
    2. These Conditions shall govern the Contract to the exclusion of any other terms or conditions. Any terms or conditions in the Buyer’s purchase order shall have no effect.
    1. Any variation to these Conditions must be agreed in Writing between the Buyer and the Seller.
    2. Any advice or recommendation relating to the Goods given by any representative of the Seller will not be binding on the Seller unless confirmed by the Seller in Writing.
  1. ORDERS AND QUOTES
    1. In placing an order for the Goods, the Buyer acknowledges that all information and specifications relating to the Goods and any material produced by the Seller are approximate only.
    2. Any error in any quote, sales literature or other document issued by the Seller may be corrected without any liability to the Seller.
    3. All orders submitted by the Buyer must be accurate and made in good time to allow the Seller to perform its obligations under the Contract.
    4. The Seller may make any changes in the specification of the Goods to conform with any statutory or European Union requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.
  1. PRICE
    1. The price of the Goods is the price listed in the Seller’s current price list on the date of acceptance of the order.
    1. The Seller may by giving notice to the Buyer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of supplying the Goods which is due to any factor beyond the control of the Seller.
    2. The price for the Goods is exclusive of value added tax, which the Buyer shall also pay to the Seller.
  1. PAYMENT TERMS
    1. The Seller may invoice the Buyer for all sums due under the Contract after the Seller has (as the case may be):
      1. Notified the Buyer that the Goods are ready for collection; or
      2. Delivered or tried to deliver the Goods.
    2. The Buyer shall pay the Seller’s invoices in full end of the month following date of invoice. No deduction or set-off may be made for any reason. The Seller will not give credit for returns unless they are made in accordance with clause 6.7. Time for payment shall be of the essence of the Contract.
    3. If the Buyer fails to pay on the due date, then the Seller (notwithstanding that delivery may not have taken place and that title to the Goods shall not have passed to the Buyer) may:
      1. Sue the Buyer to recover the sums due to it.
      2. Terminate the Contract.
      3. Suspend any further deliveries to the Buyer until all debts are paid in full.
      4. Charge the Buyer interest (both before and after any judgment on the amount unpaid, at the rate of 15 per cent per year; and
      5. By the Seller giving notice in Writing to the Buyer, cancel any other contract between the Buyer and the Seller.
  1. DELIVERY
    1. The time and place for delivery shall be as requested in the Buyer’s order. If no place for delivery is specified, then delivery shall be made by the Buyer collecting the Goods from the Seller’s premises. Where delivery not at the Seller’s premises, the Seller shall be under no obligation under Section 32(2). Sale of Goods act 1979 (which required the Seller to enter into a “reasonable” contract with a carrier).
    2. Any dates for delivery are approximate only and the Seller shall not be liable for the consequences of any delay in delivery. Time for delivery shall not be of the essence.
    3. If the Buyer does not take delivery of the Goods or give the Seller adequate delivery instructions, then the Seller may store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage.
    4. The Seller shall not owe the Buyer any duty of care under Clause 6.3 and shall not be liable to the Buyer for any loss, damage or deterioration of the Goods during storage.
    5. If there is short delivery or the Goods are damaged during delivery, the Buyer shall inform the Seller in Writing within the time specified in the contract for a specific item from the date of delivery. If the Buyer does not then the Seller shall not be responsible for any loss or damage suffered by the Buyer as a result of the short delivery or damage.
    6. If there is short delivery and damage during delivery, the Seller’s liability shall in any case be limited to the price of the Goods not delivered or damaged.
    1. Returns may be made (and accepted by the Seller) if the returned Goods are defective or damaged in transit. Goods which are no longer required or purchased incorrectly may be returned at the discretion of the seller with a handling fee of no less than 20% or £30 whichever is the greater, being applied. In either case, the Buyer must first give notice under clause 6.5 or 11.3 before it can return the Goods.
  1. RISK

Risk of damage or loss of the Goods shall pass to the Buyer:

    1. (For Goods to be collected from the Seller’s premises) on the date of delivery or, where delivery is late, two Working Days after the Seller tells the Buyer that the Goods are available for collection: or
    2. (For Goods not to be collected from the Seller’s premises) on delivery or, if the Buyer fails to take delivery of the Goods, at the time when the Seller first tries to deliver the Goods.
  1. RETENTION OF TITLE
    1. Title in the Goods shall be retained by the Seller until all sums due on any account from the Buyer to the Seller have been received by the Seller. If any indebtedness on any running account between the Seller and Buyer is reduced to nil, title shall not pass in any Goods still held by the Buyer at the time of any later default in payment by the Buyer.
    2. Until title passes to the Buyer, the Buyer shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected, insured and identified as the Sellers property.
    3. If the Goods are destroyed before the Buyer pays in full for any of the Goods, the Buyer shall hold the proceeds of any insurance claim relating to the Goods as trustee for the Seller and shall pay the proceeds to the Seller immediately.
    4. The Buyer may sell the Goods on behalf of the Seller on reasonable commercial terms as agent for the Seller and shall be liable to account to the Seller for any proceeds of the sale. As between the buyer and any sub- purchaser, the Buyer shall act as principal.
    5. Until ownership in the Goods passes to the Buyer, the Seller may require the Buyer to deliver the Goods to the Seller and, if the Buyer fails to do so immediately, the Seller may enter any premises where the Goods are reasonably thought to be stored and repossess the Goods.
    6. If the Seller recovers the Goods, it may resell the Goods. If the proceeds of sale are more than the amount due to the Seller from the Buyer, the Seller may use the balance to pay the costs of taking possession and selling the Goods. If on resale the proceeds of sale are less than the amount due to the Seller, the Seller may recover the shortfall from the Buyer.
    7. The Buyer shall not assign, factor, or charge any of the Goods or any invoice for the Goods which remain the property of the Seller. If the Buyer does so, then all monies owing by the Buyer to the Seller shall become due and payable immediately.
    8. The Buyer shall not be deemed to be the Seller’s agent for any purpose other than to give effect to the clause
  1. INTELLECTUAL PROPERTIES

All intellectual property and other proprietary rights (including but not limited to, copyright and trademarks) and all technical, business, or similar information (including but not limited to, all designs, documents and other materials relating to the Goods) created by the Seller during the course of the Contract shall be, and shall remain, the property of the Seller only.

  1. CONFIDENTIALITY

The buyer shall keep the Contract confidential and shall not disclose details of it to any third party without the Seller’s prior consent in Writing. The Buyer agrees not to copy or disclose to any third party any drawings, price details or other technical papers supplied by the Seller under this Contract. These will remain the property of the Seller and must be returned to the Seller on demand.

  1. WARRANTY AND LIABILITY
    1. Nothing in this clause 11 shall exclude the Seller’s liability for death or personal injury caused by its negligence.
    1. The Seller warrants that all Goods will be free from defects for a period relating to the warranty stated from the date of delivery.
    2. If the Seller is in breach of warranty contained at clause 11.2, the Buyer shall advise the Seller in writing immediately and in any case not later than the time agreed for the specific product in the contract, from the date of discovery of the defect.
    3. On receiving a notice under clause 11.3, the Seller may, at its sole option: –
      1. Repair the Goods.
      2. Replace all or any part of the defective Goods; or
      3. Refund the price of those Goods which are defective.
    4. The warranty contained in clause 11.2 shall be the extent of the Seller’s liability for defective Goods.
    5. Save as expressly provided in these Conditions, all implied warranties or conditions are excluded to the fullest extent permitted by law and the Seller will not be liable to the Buyer for any loss of any other duty of any kind imposed on the Seller by operation of law.
    6. The Seller will not be liable for any of the following losses which may arise by reason of any breach of the Contract or any implied warranty, condition or other term, any representation of any duty of any kind imposed on the Seller by operation of law:
      1. Any loss of anticipated profits or expected future business.
      2. Damage to reputation or goodwill.
      3. Any damages costs or expenses payable by the Buyer to any third party.
      4. Loss of any order or contract; or
      5. Any consequential loss of any kind.
    7. Unless otherwise provided in these Conditions, and subject to clause 11.5, the liability of the Seller for breach of any express of implied term of this Agreement shall be limited to the reasonable cost of remedying any defect in the Goods or other matter constituting a breach and in no circumstances shall the Seller’s liability exceed the total amount paid by the Buyer to the Seller under the Contract.
    8. Without prejudice to any other provision of this clause 11, the Seller will not be in breach of the terms of the Contract for any delay in performing, or failure to perform, its obligations under the Contract if that delay or failure was due to any cause or circumstances beyond the Seller’s reasonable control.
  1. INDEMNITY

The Buyer shall indemnify the Seller against any loss or damage suffered by the Seller as a result of any claims brought against the Seller by any third party for: –

    1. Any loss, injury or damage caused by the Goods or their use.
    2. Any loss, injury or damage in any way connected with this Contract provided that this Clause will not require the Buyer to indemnify the Seller against any liability for the Seller’s own negligence or breach of this Contract.
  1. TERMINATION
    1. The Seller may terminate this Contract or any other contract between the parties and may cancel or suspend future deliveries (under this Contract or any other contract) if the Buyer: –
      1. Is in breach of these Conditions or any other contract between the parties; or
      2. has a petition presented for its winding up or for an administration order to be made in respect of it; has a receiver or administrative receiver appointed over it or any of its assets; resolves to wind itself up (other than for solvent reorganisation); has a bankruptcy order to be made against it or any of its partners; or enters or proposes to enter into a composition or voluntary arrangement with its creditors.
    1. On termination, the Buyer shall pay to the Seller all costs, expenses (including legal and other fees incurred) arrears, charges or other payments arising in respect of the Goods under the contract.
    2. Termination shall not affect either party’s accrued rights under the Contract.
  1. EXHIBITIONS, WITHDRAWAL AND USE OF GOODS
    1. The Seller may withdraw the sale or distribution of any goods produced by or generally supplied by the Seller without prior notice, or liability, to the Buyer.
    2. If the Seller provides the Buyer with information about the use for which the Goods are designed and about any conditions necessary to ensure that the Goods will be safe, then the Buyer shall use the Goods accordingly. Where the Buyer resells the Goods, it shall pass that information on to each person it sells the Goods to.
    3. The Buyer may not exhibit the Goods at any show, display, exhibition, or competition without the Seller’s prior consent in writing.
  1. GENERAL
    1. Any notice required under these Conditions shall be in Writing addressed to the other party at its registered office or principal place of business or any other address notified by the receiving party to the party giving the notice. Any notice shall be deemed to be served: –
      1. If sent by pre-paid first-class post to the party to whom it is given, on the second Working Day after posting; or
      2. If sent by Email to the recipient’s Email address at the date and time given on the sender’s transmission
    2. If any of these Conditions is held by any competent authority to be unlawful, invalid, or unenforceable in whole or in part then the validity of the other provision of these Conditions and the remainder of the provision in question shall not be affected thereby and shall continue to be valid and enforceable to the fullest extent permitted by law.
    3. The Contract and these Conditions shall be under English law and the parties submit to the exclusive jurisdiction of the English Courts if there are any disputes between them of any kind.
    4. The Buyer shall not transfer, assign or sub-contract its obligations under the Contract without the Seller’s prior consent in writing.
    1. Failure or neglect by the Seller to enforce at any time any of these Conditions shall not be a waiver of the Seller’s rights and it shall not affect the validity of the whole of any part of these Conditions or prejudice the Seller’s right to take subsequent action.