1. Interpretation

1.1 Definitions:

Acceptance of Order: any form of writing wherein the Supplier confirms that he will supply the Goods on the terms specified by the Customer in an Order.

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Conditions: the terms and conditions set out in this document as may be amended from time to time in accordance with clause 13.4.

Contract: the contract between the Customer and the Supplier for the sale and purchase of the Goods which shall be entered into in accordance with and be subject to these Conditions.

Customer: Thadeus London Limited (registered in England and Wales with company number 9023845).

Delivery date: the date specified in the Order, or, if none as specified, in the Acceptance of Order.

Delivery Location: the address for delivery of Goods as set out in the Order or if none as set out in the Acceptance of Order.

Goods: the goods (or any part of them) set out in the Order.

Order: the Customer’s order for the Goods, in writing or if it exists the Customer’s written acceptance of the Supplier’s quotation.

Specification: any specification for the Goods including whether such Goods are new or pre owned (other than by the Supplier) and including any related plans, drawings and images that is agreed in writing (including any such agreement contained in any correspondence) by the Customer and the Supplier.

Supplier: the person or firm from whom the Customer purchases the Goods.

1.2 Interpretation:

(a) Clause headings shall not affect the interpretation of these Conditions.
(b) A Person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors and permitted assigns.
(c) A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
(d) A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006.
(e) Unless the context otherwise requires, words in the singular shall include the plural and vice versa and a reference to one gender shall include a reference to the other genders.
(f) Any obligation in the Contract or these Conditions on a Person not to do something includes an obligation not to agree or allow that thing to be done.
(g) References to clauses are to the clauses and schedules of these Conditions
(h) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
(i) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
(j) A reference to writing or written includes texts, Whatsapps, faxes and emails.

2.  Basis of contract

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions.

2.3 The Order shall be deemed to be accepted on the earlier of:

(a) the Supplier issuing an Acceptance of Order; and
(b) the Supplier doing any act consistent with fulfilling the Order, at which point the Contract shall come into existence.

2.4 The Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Supplier that is inconsistent with these Conditions.

3. The goods

3.1 The Supplier shall ensure that the Goods shall:

(a) correspond with their description and any applicable Specification;
(b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Supplier or made known to the Supplier by the Customer expressly or by implication, and in this respect the Customer relies on the Supplier’s skill and judgement;
(c) be in the physical condition represented by the Supplier in any document or image including the Specification provided to or sent to the Customer.

3.2  The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract.

3.3 The Customer may inspect at any time before or within five Business Days of delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection and testing any such inspection shall not reduce or otherwise affect the Supplier’s obligations under the Contract.

3.4 If following such inspection the Customer considers that the Goods do not conform or are unlikely to comply with the Supplier’s undertakings at clause 3.1, the Customer shall inform the Supplier and the Customer (if after delivery may return the Goods to the Supplier at the Supplier’s cost) shall be entitled to be repaid any moneys paid to the Supplier pursuant to the contract and the Supplier shall repay any such monies within two Business Days of a request by the Customer so to do.

4. Delivery

4.1 The Supplier shall ensure that:

(a) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
(b) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.

4.2 The Supplier shall deliver the Goods:

(a) on the Delivery Date;
(b) at the Delivery Location; and
(c) during the Customer’s normal business hours, or as instructed by the Customer;
(d) time for delivery shall be of the essence.

4.3 Delivery of the Goods shall be completed on the completion of unloading the Goods at the Delivery Location.

4.4 The Supplier shall not deliver the Goods in instalments without the Customer’s prior written consent. Where it is agreed that the Goods are to be delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer to the remedies set out in clause 5.

5. Remedies

5.1 If the Goods are not delivered on the Delivery Date, or do not comply with the undertakings set out in clause 3.1, then, without limiting any of its other rights or remedies whether pursuant to these Conditions or otherwise, and whether or not it has accepted the Goods, the Customer may exercise any one or more of the following remedies :

(a) to terminate the Contract;
(b) to reject the Goods (in whole or in part) and return them to the Supplier at the Supplier’s own risk and expense;
(c) to require the Supplier to replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if previously paid) such refund shall be payable by the Supplier to the Customer within two Business Days of a written request of the Customer;
(d) to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;(e) to recover from the Supplier any costs incurred by the Customer in obtaining substitute goods from a third party; and
(f) to claim damages for any other costs, loss or expenses incurred by the Customer which are in any way attributable to the Supplier’s failure to carry out its obligations under the Contract.

5.2 If the Goods are not delivered on the Delivery Date the Customer may at its option claim or deduct 5% of the price of the Goods for each week’s delay in delivery by way of liquidated damages, up to a maximum of 25% of the total price of the Goods. If the Customer exercises its rights under this clause 5.2, it shall not be entitled to any of the remedies set out in clause 5.1 in respect of the Goods’ late delivery (but such remedies shall be available in respect of the Goods’ condition).

5.3 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

5.4 The Customer’s rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law.

6. Title and risk

Title and risk in the Goods shall pass to the Customer on completion of delivery.

7. Price and payment

7.1 The price of the Goods shall be the price set out in the Order.

7.2 The price of the Goods:

(a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
(b) includes the costs of packaging, insurance and carriage of the Goods.

7.3 No extra charges shall be effective unless agreed in writing with the Customer.

7.4 The Supplier may invoice the Customer for price of the Goods plus VAT at the prevailing rate (if applicable) on or at any time after the completion of delivery. The Supplier shall ensure that the invoice includes the date of the Order, the invoice number, the Customer’s order number, the Supplier’s VAT registration number, and any supporting documents that the Customer may reasonably require.

7.5 The Customer shall pay correctly rendered invoices within two days of receipt of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier.

7.6 If a party fails to make any payment due to the other under the Contract by the due date for payment, then the defaulting party shall pay interest on the overdue amount at the rate of 2% per annum above HSBC Bank’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount. This clause shall not apply to payments the defaulting party disputes in good faith.

7.7 The Customer may at any time, without limiting any of its other rights or remedies, set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier.

8. Indemnity

8.1 The Supplier shall keep the Customer indemnified against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Customer as a result of or in connection with:

(a) any claim made against the Customer for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the supply or use of the Goods, whether or not that claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors;
(b) any claim made against the Customer in respect of the ownership of the Goods and/or the right of the Supplier to sell the Goods;
(c) any claim made against the Customer by a third party for death, personal injury or damage to property arising out of or in connection with defects in Goods, to the extent that the defects in the Goods are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and
(d) any claim made against the Customer by a third party arising out of or in connection with the supply of the Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors.

8.2 This clause 8 shall survive termination of the Contract.

9. Insurance

During the term of the Contract and for a period of one year thereafter, the Supplier shall maintain in force, with a reputable insurance company, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on the Customer’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.

10. Confidentiality

10.1

(a) Each party undertakes that except as permitted by clause 10.1(b) it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or any detail of the Contract [or the existence of the Contract].
(b) Each party may disclose the other party’s confidential information:

(i)  to its employees, officers, representative or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 10; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

10.2  This clause 10 shall survive termination of the Contract.

11. Compliance with relevant laws

11.1 In performing it obligations under the Contract, the Supplier shall comply with all applicable laws, statutes, regulations and codes from time to time in force.

11.2 The Customer may immediately terminate the Contract for any breach of clause 11.1.

12. Termination

12.1 The Customer may terminate the Contract (without being liable for any compensation to the Supplier) in whole or in part at any time before delivery with immediate effect by giving the Supplier written notice, whereupon the Supplier shall discontinue all work on the Contract.

12.2 Without limiting its other rights or remedies, the Customer may terminate the Contract with immediate effect by giving written notice to the Supplier if:

(a) the Supplier commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within [ten] Business Days of that party being notified in writing to do so;
(b) the Supplier 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 (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business [or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction];
(c) the Supplier takes any step or action in connection with the Supplier being made bankrupt, entering any composition or arrangement with his creditors, having a receiver appointed to any of his assets, or ceasing to carry on business [or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction];
(d) the Supplier suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(e) the Supplier’s financial position deteriorates to such an extent that in the Customer’s opinion the Supplier’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

12.3 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination.

12.4 Clauses that expressly or by implication survive termination of the Contract shall continue in full force and effect.

13. General

13.1 Assignment and other dealings

(a) The Customer may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with any or all of its rights or obligations under the Contract.
(b) The Supplier may not assign, transfer, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Customer.

13.2 Subcontracting. The Supplier may not subcontract any or all of its rights or obligations under the Contract without the prior written consent of the Customer. If the Customer consents to any subcontacting by the Supplier, the Supplier shall remain responsible for all the acts and omissions of its subcontractors as if they were its own.

13.3  Entire agreement.

(a) The Contract constitutes the whole agreement and understanding of the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter of the Contract.
(b) Each party acknowledges that, in entering into the Contract, it has not relied on any statement, representation, assurance or warranty (whether made negligently or innocently) other than those expressly set out in the Contract and the Conditions.
(c) Each party agrees that all liability for and remedies in respect of any representations are excluded except as expressly provided in the Contract and the Conditions.
(d) Nothing in this clause 13.3 shall limit or exclude any liability for fraud.

13.4 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Customer.

13.5 Waiver. Except as set out in clause 2.4, a waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:

(a) waive that or any other right or remedy; or
(b) prevent or restrict the further exercise of that or any other right or remedy.

13.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

13.7 Notices.

(a) Any notice or other communication given under or in connection with the Contract shall be in writing, addressed to, in the case of the Customer, its registered office and addressed to, in the case of the Supplier (if it is a company), its registered office or its principal place of business or if an individual such address as the Supplier may have notified the Supplier as being his place of residence or failing that at the address shown for the Supplier on the Order and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or email.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 13.7(a); if sent by pre-paid first class post or other next working day delivery service, at 9 a.m. on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or email at 9 a.m. on the next Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

13.8 Third party rights. No one other than a party to this agreement [and their permitted assignees] shall have any right to enforce any of its terms.

13.9 Conflict. In the case of any conflict between the terms of the Contract and these conditions then the terms of the Contract shall prevail.

13.10 Governing law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.

13.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

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