Terms and Conditions

1. Interpretation
2. Application of Terms
3. Description
4. Delivery
5. Non-Delivery
6. Risk/Title
7. Price
8. Payment
9. Quality
10. Manufacturer's Guarantee
11. Limitation of Liability
12. Assignment
13. Force Majeure
14. General
15. Communication

1. Interpretation

1.1 The definitions and rules of interpretation in this condition apply to these conditions.

In these conditions:

“Buyer” means the person, firm or company who orders and purchases Goods from the Company.

“Company” means " Tommy’s Swadlings (London) Limited of 160-162 Rye Lane, London, SE15 4NB "

“Contract” means any contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating these conditions.

“Delivery Point” means the place where delivery of the Goods is to take place under condition 4.

“Goods” means the goods agreed to be supplied to the Buyer by the Company (including any part or parts of them).

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.

1.4 A reference to one gender includes a reference to the other gender.

1.5 Condition headings do not affect the interpretation of these conditions.

2. Application of Terms

2.1 Subject to any variation under 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).

2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer's purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.

2.3 These conditions apply to all the Company's sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a director of the Company. 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.

2.4 Each order or acceptance of a quotation 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.

2.5 No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer.

2.6 The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.

2.7 Any quotation is given on the basis that no Contract shall come into existence until the Company despatches an acknowledgement of order to the Buyer. Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.

3. Description

3.1 The quantity and description of the Goods shall be as set out in the Company’s quotation or acknowledgement letter.

3.2 All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any description or illustrations contained in the Company’s catalogues, brochures or 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.

4. Delivery

4.1 Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place at the Company's place of business.

4.2 The Buyer shall take delivery of the Goods within 28 days of the Company giving it notice that the Goods are ready for delivery.

4.3 Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.

4.4 Subject to the other provisions of these conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company's negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days.

4.5 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:
(a) risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Company's negligence);
(b) the Goods shall be deemed to have been delivered; and
(c) 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).

4.6 The Buyer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for loading the Goods.
4.7 If the Company delivers to the Buyer the Buyer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall.

4.8 The Company may deliver the Goods by separate instalments.

4.9 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.

4.10 The Buyer must inspect the Goods at the Delivery Point once they are delivered.

5. Non - Delivery

5.1 The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company's place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.

5.2 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.

5.3 The Company reserves the right to reject claims in respect of shortages or damage in transit or non-delivery of Goods.

5.4 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 provided the Buyer complies with condition 5.

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:
(a) the Goods; and
(b) 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:
(a) hold the Goods on a fiduciary basis as the Company's bailee;
(b) store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company's property;
(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and

6.3 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.

6.4 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.

7. Price

7.1 Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set out in the Company's price list published on the date of delivery or deemed delivery.

7.2 The price for the Goods shall be exclusive of any value added tax (where applicable) and all costs or charges in relation to packaging, loading, unloading, carriage, delivery and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods.

7.3 The Company reserves the right to amend any price contained in the Company’s catalogue, brochures or on its website without any notice to the Buyer or any third party.

8. Payment

8.1 Subject to condition, payment of the price for the Goods is due in pounds sterling.

8.2 Time for payment shall be of the essence.

8.3 No payment may be made by credit card. We accept payment by Visa, Mastercard, Switch, Solo, Visa Electron and Delta Card or any other method provided by the Company’s authorised payment provider.

8.4 No payment shall be deemed to have been received until the Company has received clear funds from the Buyer or the Company’s authorised payment provider.

8.5 The Buyer shall make all payments to the Company 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.

9. Quality

9.1 The Company shall endeavour to transfer to the Buyer the benefit of any guarantee given to the Company by the manufacturer or authorised distributor of the Goods.

9.2 The Company warrants that (subject to the other provisions of these conditions) upon delivery, and for a period of 6 months from the date of delivery, the Goods shall:
(a) be of satisfactory quality within the meaning of the Sale of Goods Act 1979;
(b) be reasonably fit for purpose.

9.3 The Company shall not be liable for a breach of any of the warranties in condition unless:
(a) the Buyer gives written notice of the defect to the Company, and, if the defect is as a result of damage in transit to the carrier, within 7 days of the time when the Buyer discovers or ought to have discovered the defect; and
(b) the Company is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by the Company) returns such Goods to the Company's place of business at the Buyer’s cost for the examination to take place there.

9.4 The Company shall not be liable for a breach of any of the warranties in condition Error! Reference source not found. if:
(a) the Buyer makes any further use of such Goods after giving such notice; or
(b) the defect arises because the Buyer failed to follow the Company's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
(c) the Buyer alters or repairs such Goods without the written consent of the Company or manufacturer.

9.5 Subject to condition 9.3 and 9.4, if any of the Goods do not conform with any of the warranties in condition 9.2 the Company shall at its option repair or replace such Goods or a part of the Goods only in accordance with the terms and conditions of the manufacturers guarantee set out in condition 10 provided that, if the Company so requests, the Buyer shall, the Buyer’s expense, return the Goods or the part of such Goods which are defective with proof of purchase to the Company.

9.6 If the Company complies with condition 9.5 and condition 10 it shall have no further liability for a breach of any of the warranties in condition 9.2 in respect of such Goods.

9.7 Any Goods replaced shall be belong to the Company and any repaired or replacement Goods shall be guaranteed on these terms for the unexpired portion of the 6 month period.

10. Manufacturer's Guarantee

10.1 All Goods are covered under a manufacturers guarantee for 6 months from the date of purchase against manufacturing faults and mechanical defects only.

10.2 All Goods found to have a manufacturing fault or mechanical defect within the guarantee period of 6 months, will be replaced or repaired free of charge. In some circumstances, the specific part of the Goods found to have a manufacturing fault or mechanical defect will be replaced or repaired free of charge.

10.3 No liability will be accepted by the Company for defects arising out of wear and tear, undue force, negligence or accidental damage.

10.4 Any Goods which the Buyer claims is faulty, damaged or defective under the manufacturers guarantee will be sent to the manufacturers for inspection which can take up to 30 days. No inspection or repair is carried out by the Company.

10.5 Any Goods claimed to be faulty or defective under the manufacturers guarantee should be returned to the Company, at the Buyer’s expense, with proof of purchase. It is the Buyer’s responsibility to ensure that the Goods returned to the Company are insured on the Buyer’s behalf for their full price against all risks and the Goods are packaged in a satisfactory condition.

10.6 The Company shall not be responsible for Goods damaged, lost or destroyed during transit.

11. Limitation of Liability

11.1 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 or sub-contractors) to the Buyer in respect of:
(a) any breach of these conditions;
(b) any use made by the Buyer of any of the Goods; and
(c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

11.2 All warranties, conditions and other items implied by statute or common law (save for condition implied by section 12 Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

11.3 Nothing in these conditions excludes or limits the liability of the Company:
(a) for death or personal injury caused by the Company’s negligence;
(b) under section 2(3), Consumer Protection Act 1987; or
(c) for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
(d) for fraud or fraudulent misrepresentation.

11.4 Subject to condition 11.2 and condition 11.3, 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.

12. Assignment

12.1 The Company may assign the Contract or any part of it to any person, firm or company.

12.2 The Buyer shall not be entitled to assign the Contract or any part of it.

13. 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, provided that, if the event in question continues for a continuous period in excess of 180 days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.

14. General

14.1 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.

14.2 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.

14.3 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.

14.4 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.

14.5 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.

14.6 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.

15. Communication

15.1 All communication between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class past:
(a) (in the case of communication to the Company) to its registered office or such changed address as shall be notified to the Buyer by the Company; or
(b) (in case of communications to the Buyer) to the registered office of the addressee (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 shall be notified to the Company by the Buyer.

15.2 Communications shall be deemed to have been received:
(a) if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or
(b) if delivered by hand, on the day of delivery.

15.3 Communications addressed to the Company shall be marked ‘Private and Confidential’ and for the attention of the ‘Manager’.