Osmosis Promotional Products

TRADING TERMS AND CONDITIONS

 

1. These terms and conditions supersede any Ts&Cs previously in use.

 

2. It is intended that this contract contains the entire bargain between the Seller and the Buyer and, in the case of any inconsistency between these terms and conditions and the terms and conditions of any other contract documents sent by the Buyer to the Seller, whatever their respective dates in respect of the goods, these terms and conditions shall prevail.

(i) No alterations or modifications of these terms and conditions shall be valid unless made in writing signed by the duly authorised representative of the Party against whom the same shall be sought to be enforced. Acceptance of an order shall only take place when a written acknowledgement is supplied to the Buyer.

(ii) The Buyer is deemed to have satisfied himself that the goods are suitable for the purpose and are capable of performing the function and use for which it is intended they are put.

(iii) Any description of the goods is intended to be a general description and the Seller shall not be liable for miss-description or miss-representation.

(iv) The general terms and conditions hereinbefore described shall be separate and several.

 

(v) The exclusions and limitations hereinbefore provided are only intended to apply insofar as they are not consistent with the Supply of Goods (Implied Terms) Act 1973. The Consumer Credit Act 1974 and the Unfair Contract Terms Act 1977 or any other Statutory Amendment thereof or Order thereunder.

3. Quoted prices are those ruling at date of quotation and will be held firm for a period of 21 days.

 

4. The price of goods is fixed upon the cost of labour and materials at the present time and the Seller reserves the right by notice given at any time before delivery to vary the price of the goods, such variation is required as a result of any cause beyond the Seller's control provided always that if any such variation shall increase the price of the goods by more than 5 per cent than that mentioned at the date thereof, the Buyer may by written notice to the Seller cancel the undelivered balance of this contract.

5. Payment is to be made within 30 days from the date of invoice.

 

6. Save as expressly agreed in writing, the goods shall be delivered to the delivery address in the UK notified by the Buyer who shall be ready to receive them at such place when notified by the Seller and it is expressly agreed that where delay in delivery occurs through no fault of the Seller giving rise to an increase in the Seller's cost and the Buyer shall forthwith reimburse the Seller.

7. The Seller will use its best endeavours to meet any delivery date requested, however, any date given for delivery by the Seller to adhere to the estimated delivery day shall not amount to a breach of contract to this end. Time shall not be of the essence save as expressly agreed in writing by the Seller.

8. The Seller shall not be liable for failure to perform any obligation hereunder if such failure was caused by circumstances beyond the Seller's control.

9. In the event that goods are damaged or partially damaged in transit notification of the same must be submitted to both the Carrier and Seller within three days of delivery. In the case of non-delivery of the whole consignment, claims must be submitted in writing to the Seller within 14 days by the Buyer of notification of dispatch of the goods. In the absence of a claim within the terms previously mentioned above, the goods shall be presumed to have been delivered in accordance with the contract, and the Seller shall not be liable for

loss in any way whatsoever.

 

 

10. The Seller warrants that the goods correspond with the description and sample and are of merchantable quality and where the Seller represents in writing that the goods are fit for a particular purpose, the Seller warrants that the goods are fit for said purpose.

11. Any claim for breach of the aforesaid warranty must be made in writing within 7 days of receipt of the goods. The Seller's liability for breach of the aforesaid warranty shall be limited to:-

(i) Replacing the defective goods

 

(ii) Making good the defect

 

(iii) Allowing full credit for the cost of the defective goods by the Seller

 

The Seller shall not be liable for consequential loss rising out of a breach of the aforesaid warranty.

 

12. Where the buyer has specified that the goods shall be of a certain colour or size, such specifications shall be subject to a reasonable commercial variation save as expressly agreed in writing by the Seller.

13. Where the goods comprise of or include the buyers own materials, the Seller shall not be liable for any damage to such materials howsoever caused during the course of manufacturing processing or finishing by the sellers.

14. The Seller may without prejudice to its other rights and remedies terminate this contract if either:- (i) There should be any breach of the Buyer of any term or condition hereunder.

(ii) The financial responsibility of the buyer shall, in the opinion of the Seller, become impaired or unsatisfactory

(iii) If any payment is overdue

 

(iv) The Buyer shall have failed to take delivery of any goods

 

For the purpose of this condition, time of payment shall be of the essence of the contract.

 

15. (i) The Buyer shall not be entitled to withhold or set off payment for any reason whatsoever.

 

(ii) The Seller shall be entitled to charge interest at equal to 3 per cent above Lloyds Base Lending rate from time to time on all overdue payments.

16. The Buyer shall be solely responsible for the consequences of any patent, trade-mark, design, copyright or other infringement of commercial rights resulting from the Buyer's specification, design or use of the goods and the buyer shall fully indemnify the Seller in respect of all costs, charges and expenses incurred by the Seller as a result of such infringement or alleged infringement.

17. Each delivery shall be considered a separate transaction and the failure of any one delivery shall not affect the due performance of any other contracts.

18. Tools made for the manufacture of goods to be supplied to the buyer shall remain the property of the

 

Seller even though the Buyer may have been charged with a sum in respect of the costs of such tools.

 

19. The Seller reserves the right to deliver in total up to 10 per cent over or under the quantity of goods ordered and the Buyer will pay for the actual quantity of goods delivered.

(a) Where delivery of the goods is to be effected by two or more instalments and the quantities or specifications to be comprised in each instalment are not specified in the contract, the Seller will be entitled to supply each instalment of the goods in such quantities and specifications as the Seller in its absolute discretion thinks fit.

 

 

20. The risk in the goods shall pass to the Buyer when the Seller delivers the goods and shall have no responsibility in respect of the safety of the goods thereafter.

(a) However the ownership of the goods shall remain with the Seller which reserves the right to dispose of the goods until payment in full for all the goods has been received by it in accordance with the terms of this contract. If such payment is overdue in whole or in part the Seller may (without prejudice to any other rights) recover or re-sell the goods and may enter upon the Buyer's premises by its servants or agents for that purpose.

(b) Until the Seller is paid in full for all the goods the relationship of the Buyer to the Seller shall be fiduciary in respect of all the goods or other goods in which they are incorporated or used and if the same are sold by the Buyer the right shall apply for the Seller where the Buyer uses the Products in any way so as to be entitled to payment from a third party.

(c) The Buyer shall ensure that, until payment for goods is made, the goods are readily identifiable as the property of the Seller and shall be stored separately so that the same may be easily identified.

21. This contract shall be interpreted according to the Law of England and the Buyer hereby accepts the jurisdiction of such courts whether in England or elsewhere as the Seller may nominate for the purpose of trying any action arising out of this contract

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