1. Interpretation
1.1
The definitions and rules of interpretation in this condition apply in these terms and conditions.
Buyer: the person, firm or company who purchases Goods from B-Loony Ltd for business use and purposes only.
B-Loony Ltd: a company registered in England with registered number 1400618 whose registered office is at Cape House Bellingdon Road Chesham Bucks HP5 2HQ
Contract: the contract between B-Loony Ltd and the Buyer for the sale and purchase of Goods, incorporating these conditions.
Delivery Point: the place where delivery of the Goods is to take place under condition 4.
Design: any design, logo, drawing, specification, printed matter, instructions or information (as appropriate) provided by the Buyer in relation to the Goods
Goods: any goods agreed in the Contract to be supplied to the Buyer by B-Loony Ltd (including any part or parts of them).
Order: the purchase order containing details relating to the Goods
Website: any website operated by B-Loony Ltd from time to time for the sale of goods
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 2.3 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
The Buyer warrants that it purchases goods from B-Loony Ltd as a business for business use and purposes only and not as a consumer.
2.4
The Goods are only for sale to businesses within England, Scotland, Wales, Northern Ireland or the Republic of Ireland for delivery to one of these countries.
2.5
The Goods are only for sale to persons of 18 years of age or above.
2.6
These conditions apply to all B-Loony Ltd'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 B-Loony Ltd. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of B-Loony Ltd which is not set out in the Contract. Nothing in this condition shall exclude or limit B-Loony Ltd's liability for fraudulent misrepresentation.
2.7
Each Order or acceptance of a quotation for Goods by the Buyer from B-Loony Ltd shall be deemed to be an offer by the Buyer to purchase Goods subject to these conditions.
2.8
By ordering Goods on the B-Loony Ltd website the Buyer agrees to be bound by these terms and conditions.
2.9
No Order placed by the Buyer shall be deemed to be accepted by B-Loony Ltd until a written acknowledgement of order is issued by B-Loony Ltd or (if earlier) B-Loony Ltd delivers the Goods to the Buyer.
2.10
The Buyer shall ensure that the terms of the Order and any applicable specification are complete and accurate.
2.11
Any quotation is given on the basis that no Contract shall come into existence until B-Loony Ltd issues a written acknowledgement of order to the Buyer. Any quotation is valid for a period of 30 days only from its date, provided that B-Loony Ltd has not previously withdrawn it.
2.12
No statements made by any B-Loony Ltd employees, contractors or agents or contained in any website, brochures, catalogues, sales literature or correspondence are intended to have any legal effect unless expressly agreed in writing by B-Loony Ltd or referred to in the Contract.
3. General
3.1
All base prices include one colour, one position personalisation and are per item unless otherwise stated. Artwork, screens, delivery and set-up charges are payable in addition to the base price and may vary with each product. It is not always possible to print the exact quantity ordered and therefore an overrun or under run of no more than 10% will be deemed to be proper performance of the Contract and there will be a pro-rata adjustment of the price with any additional price being due and payable from the Buyer from delivery and any refund being due and payable from B-Loony Ltd from delivery. Prices correct at time of press, prices subject to change without notice, prices exclude VAT.
3.2
The colour descriptions are to act as a guide and are therefore not guaranteed to be the exact colour of the item. Goods will be in accordance with approved artwork, failing which B-Loony Ltd will re-run the order, refund the price paid or issue a credit to the Buyer's account.
3.3
Third party Logos shown on B-Loony Ltd's website are for display purposes only and do not indicate that owners of the logo of that company have endorsed the product concerned.
3.4
The quantity and description of the Goods shall be as set out in B-Loony Ltd's quotation or acknowledgement of order.
3.5
All samples, drawings, descriptive matter, specifications and advertising issued by B-Loony Ltd and any descriptions or illustrations contained in B-Loony Ltd's catalogues or brochures 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.
3.6
The Purchaser warrants that the Design it supplies to B-Loony Ltd is accurate and free from error. Subject to Clause 3.8, B-Loony Ltd shall not be liable for any losses, claims, damages, costs or expenses suffered by the Buyer resulting from any error or inaccuracy in such Design.
3.7
Where B-Loony Ltd supplies Goods bearing a Design no claim whatsoever shall be made in respect of the contents, colouring or position of such Design unless such claim is made within four days after delivery of the first consignment delivered under any Order. No such claim can be accepted if the said contents, colouring or position of such Design complies with artwork approved by the Buyer or after any part of the Goods comprised in any consignment delivered in pursuance of any Order has been used for any purpose whatsoever.
3.8
The Buyer will indemnify and hold harmless B-Loony Ltd in respect of any costs, claims, expenses or damages incurred by B-Loony Ltd in respect of any claim that the Design infringes the intellectual property rights of a third party.
4. Delivery
4.1
Unless otherwise agreed in writing by B-Loony Ltd, delivery of the Goods shall take place free on truck at the Buyer's premises unless otherwise stated in the written acknowledgement of order from B-Loony Ltd.
4.2
Any dates specified by B-Loony Ltd 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.
4.3
Subject to clause 4.2 above, the target delivery date is within 28 days from approval of artwork by the Buyer.
4.4
Subject to the other provisions of these conditions B-Loony Ltd 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 B-Loony Ltd's negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 60 days.
4.5
If for any reason the Buyer fails to accept delivery of any of the Goods when they are delivered or B-Loony Ltd 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;
b.the Goods shall be deemed to have been delivered; and
c.B-Loony Ltd 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 unloading the Goods.
4.7
B-Loony Ltd may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
4.8
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.
5. Non-delivery
5.1
The quantity of any consignment of Goods as recorded by B-Loony Ltd upon despatch from B-Loony Ltd'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
B-Loony Ltd shall not be liable for any non-delivery of Goods unless the Buyer gives written notice to B-Loony Ltd 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
Any liability of B-Loony Ltd 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.
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 B-Loony Ltd 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 B-Loony Ltd 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 B-Loony Ltd's bailee;
b.store the Goods (at no cost to B-Loony Ltd) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as B-Loony Ltd's property;
c.not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
d.maintain the Goods in satisfactory condition and keep them insured on B-Loony Ltd's behalf for their full price against all risks to the reasonable satisfaction of B-Loony Ltd. On request the Buyer shall produce the policy of insurance to B-Loony Ltd.
6.4
The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
a.any sale shall be effected in the ordinary course of the Buyer's business at full market value; and
b.any such sale shall be a sale of B-Loony Ltd's property on the Buyer's own behalf and the Buyer shall deal as principal when making such a sale.
6.5
The Buyer's right to possession of the Goods prior to the passing of title shall terminate immediately if:
a.the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
b.the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between B-Loony Ltd and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
c.the Buyer encumbers or in any way charges any of the Goods.
6.6
B-Loony Ltd shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from B-Loony Ltd.
6.7
The Buyer grants B-Loony Ltd, 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.
6.8
Where B-Loony Ltd is unable to determine whether any Goods are the goods in respect of which the Buyer's right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by B-Loony Ltd to the Buyer in the order in which they were invoiced to the Buyer.
6.9
On termination of the Contract, howsoever caused, B-Loony Ltd's (but not the Buyer's) rights contained in this condition 6 shall remain in effect.
7. Price
7.1
Unless otherwise agreed by B-Loony Ltd in writing, the price for the Goods shall be the price set out in the written acknowledgement of order from B-Loony Ltd.
7.2
The price for the Goods shall be exclusive of any value added tax which the Buyer shall pay in addition when it is due to pay for the Goods.
8. Payment
8.1
Subject to condition 8.4, payment of the price for the Goods is due upon submission of the Order by the Buyer unless otherwise agreed in writing.
8.2
Time for payment shall be of the essence.
8.3
No payment shall be deemed to have been received until B-Loony Ltd has received cleared funds.
8.4
The Buyer shall make all payments due 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 B-Loony Ltd to the Buyer.
8.5
If the Buyer fails to pay B-Loony Ltd any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to B-Loony Ltd on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Barclays Bank, accruing on a daily basis until payment is made, whether before or after any judgment. B-Loony Ltd reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
9. Limitation of liability
9.1
Nothing in these conditions excludes or limits the liability of B-Loony Ltd for death or personal injury caused by B-Loony Ltd's negligence; or for any matter which it would be illegal for B-Loony Ltd to exclude or attempt to exclude its liability; or for fraud or fraudulent misrepresentation.
9.2
Subject to 9.1 above, B-Loony Ltd'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; and B-Loony Ltd shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
10. Assignment
10.1
B-Loony Ltd may assign the Contract or any part of it to any person, firm or company.
10.2
The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of B-Loony Ltd.
11. Force majeure
B-Loony Ltd 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 B-Loony Ltd 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 60 days, the Buyer shall be entitled to give notice in writing to B-Loony Ltd to terminate the Contract.
12. General
12.1
Each right or remedy of B-Loony Ltd under the Contract is without prejudice to any other right or remedy of B-Loony Ltd whether under the Contract or not.
12.2
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.
12.3
Failure or delay by B-Loony Ltd 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.
12.4
Any waiver by B-Loony Ltd 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.
12.5
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.
12.6
The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the non-exclusive jurisdiction of the English courts.
13. Communications
13.1
All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax:
a.in case of communications to B-Loony Ltd to its registered office or such changed address as shall be notified to the Buyer by B-Loony Ltd; or
b.in the case of the 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 B-Loony Ltd by the Buyer.
13.2
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; or
c.if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.
UK WEEE Regulations
Through purchase of this product, the customer is taking on the obligation to deal with the WEEE in accordance with the WEEE regulations in relation to the treatment, recycling & recovery and environmentally sound disposal of the WEEE.
