You are deemed to have accepted these Terms and Conditions when you accept our Order Confirmation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our Order Confirmation) are the entire agreement between us.
You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
These Terms and Conditions shall form the basis of the between and in relation to the sale of , to the exclusion of all other terms and conditions including standard conditions of purchase or any other conditions which the buyer may purport to apply under any purchase order or confirmation of order or any other document.
Interpretation
A “business day” means any day other than a Saturday, Sunday or bank holiday.
The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
Words imparting the singular number shall include the plural and vice-versa.
Services
We warrant that we will use reasonable care and skill in our performance of which will comply with the quotation, including any specification in all material respects. We can make any changes to which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
We will use our reasonable endeavors to complete the performance of the within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.
All of these Terms and Conditions apply to the supply of any as well as unless we specify otherwise.
Cost
The Cost (Cost) for the Product is set out in the online shopping basket, trade letter or invoice and is on a material basis.
The Costs are exclusive of any applicable VAT and other country based taxes, levies which are imposed or charged by any customs or border authority.
Cancellation and amendment
We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the invoice has not been paid, within a period of 14 days from the date of the quotation, (unless the quotation has been withdrawn).
Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.
If you want to amend any details you must tell us in writing as soon as possible. We will use reasonable endeavors to make any required changes and additional costs will be included in the costing and invoiced to you.
If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party's control), we have to make any change in the or how they are provided, we will notify you immediately. We will use reasonable endeavors to keep any such changes to a minimum.
Repackaging & decanting
If repackaging or decanting the into smaller amounts, You will promptly, fully and effectively indemnify and keep us indemnified against all losses, costs, damages, fees or charges incurred or suffered by it as a result of any claim for Products Liability.
Distributors/resellers are not allowed to mix, add or alter the Flexi Paint™ material range in. This is to retain base colour consistency for customers and the integrity of the product .
If you are found altering or adding any goods or products into the Flexi Paint™ material we can suspend any further provision and cancel any future services which have been ordered by, or otherwise arranged with, you.
Acceptance of the Products and Services
You shall be deemed to have accepted the 24 hours after delivery to your agreed delivery address.
You will carry out a thorough inspection of the within 24 hours of delivery. You will report by separate cover any concerns relating to defects, quantities, specifications or workmanship within three working days clearly detailing the nature of non-compliance which a reasonable examination would have revealed.
Where you have accepted, or have been deemed to have accepted the or you will not be entitled to reject which are not in accordance with the contact .
You must store, install, maintain and generally care for in accordance to normal standards and practices and our requirements (see below), failure to do so will invalidate guarantees.
Title and Risk
Title in the product shall remain with us and shall not pass to the you until the
amount due under the invoice for them including interest and costs has
been paid in full.
Risk in the product shall pass to you upon delivery.
We may at any time before title passes and without any liability to you:
repossess and dismantle and use or sell all or any of the or assets of
and by doing so terminate your right to use, sell or otherwise deal in them;
for that purpose (or determining what if any or assets of a are
held by you and inspecting them) enter any premises of or occupied by you.
We may maintain an action for the price of any or
notwithstanding that title in them has not passed to you.
Intellectual property
We reserve all copyright and any other intellectual property rights which may
subsist in any goods supplied in connection with the provision of the .
We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
Liability and indemnity
Liability is limited to replacement of defective part/s only. Any misuse of the product is the responsibility of you.
You shall limit liability to the replacement of the defective part/s or pieces only.
This indemnity does not extend to any loss of profits or other consequential loss
You will promptly, fully and effectively indemnify and keep us indemnified against all losses, costs, damages, fees or charges incurred or suffered by it as a result of any claim for Liability.
Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this clause.
The total amount of our liability is limited to the total amount of costs payable by you under this contact. .
We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
: any indirect, special or consequential loss, damage, costs, or expenses or;
: any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or
: any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
: any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
: any losses arising directly or indirectly from the choice of and how they will meet your requirements or your use of the or any goods supplied in connection with the .
You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
Circumstances beyond a party’s control
Neither party is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.
Communications
All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
Notices shall be deemed to have been duly given:
: when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
: when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
: on the fifth business day following mailing, if mailed by national ordinary mail; or
: on the tenth business day following mailing, if mailed by airmail.
All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
No waiver
No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.
Severance
If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
Law and jurisdiction
These Terms and Conditions are governed by and interpreted according to English law. All disputes arising under these Terms and Conditions are subject to the exclusive jurisdiction of the English courts
