Remarkable Pencils Ltd – Terms and Conditions of Sale

1. Contract

All orders are only accepted subject to Remarkable Pencils Ltd Terms and Conditions of Sale. These Terms and Conditions contain the only terms upon which Remarkable Pencils Ltd (“the Company”) will do business with the Buyer. By ordering Goods from the Company, the Buyer agrees that these Terms and Conditions shall form the basis of the Contract made in respect of the said goods and that they shall prevail notwithstanding any other printed or other agreements, representations, promises, terms or conditions. All other agreements, representations, promises, terms or conditions, expressed or implied are hereby excluded, unless sanctioned in writing by the Company. No Contract will be created between the Company and the Buyer until the Company has despatched written confirmation of acceptance of the Buyer’s order in the form of an official Order Acknowledgement by either postal mail, fax transmission, email or any other comparable means. Quotations written by the Company are not offers capable of acceptance so as to make a binding contract.

2. Contract/Order for Personalised Items

By ordering Goods which are personalised to your own/clients design, the Buyer agrees to be bound by these Terms and Conditions. The Company will acknowledge the Contract (order) to the Buyer in the form of an official Order Acknowledgement via email or comparable means. The Buyer must notify the Company of any errors or omissions on the Order Acknowledgement within 24 hours of receipt. Any changes or amendments to the Contract subsequent to this will be at the liability and responsibility of the Buyer. Any costs already incurred by the Company will become the liability of the Buyer and the Invoice for the Contract will be amended accordingly to include this.

3. Artwork/Design for Personalised Items

The Company will supply an official Artwork Approval form to the Buyer as a representation of the print/design layout for the Goods to be supplied. Lead times for delivery are deemed to be quoted from when the Company receives in writing (an approval) from the Buyer that the Artwork Approval form is correct and is acceptable for production. Any errors or amendments to the design/artwork once the artwork is “approved” by the Buyer will be solely the Buyers responsibility. Any costs already incurred by the Company will become the liability of the Buyer and the Invoice for the Contract will be amended accordingly to include this. The Buyer agrees that by approving the Artwork Approval form in writing to the Company by email (or other comparable means), the Buyer confirms that it has received both the Order Acknowledgement and Artwork Approval form and that they are correct. Any errors or amendments to the Contract/design/artwork once the artwork is “approved” by the Buyer will be solely the Buyers responsibility.

4. Price

All price quotations are valid for 30 days and are calculated and quoted based upon costs applicable at the date of such quotations. If there is any increase in such costs or works i.e. including but not exclusively, materials, manpower, artwork or printing between the date of quotation and the despatch the Company reserves the right to increase the quoted price accordingly. All prices quoted are exclusive of VAT. The quoted price of the product does not include for delivery costs or non-standard packaging which will be the responsibility of the Buyer, unless previously agreed with the Company and the Company has confirmed this in writing to the Buyer.

5. Packaging

The prices quoted include the cost of the Sellers normal packaging. If the Buyer requires any special type of packaging to be used it should request of the Seller a special quotation.

6. Delivery

The Company will endeavour to deliver the Goods during the agreed time period, however all times or dates given for despatch of Orders are given in good faith and shall be accepted by the Buyer as Estimates, but these dates shall not be the essence of the Contract. Where delivery of goods is to be by instalments each instalment shall be deemed to be a separate Contract and non-delivery or late delivery of any instalment shall not affect the balance of the contract or entitle the Buyer to cancel the same or repudiate payment on instalments already delivered. If the Buyer refuses or is unable to accept delivery when due, the Goods will be invoiced as if they had been delivered. The return carriage and or storage of the goods will be at the expense of the Buyer without prejudice to any other rights of the Company under these conditions or otherwise. Where the goods are handed to a carrier for carriage to the Buyer or to a port of export any such carrier shall be deemed to be the agent of the Buyer and not of the Company for all purposes.

7. Non-Delivery, Shortages and Damaged Goods

All shortages or damages must be notified to the Company in writing by the Buyer within 7 days of receipt of Goods. For non-delivery of Goods, the Buyer must notify the Company in writing within 7 days of receipt of Invoice. No claims will be accepted if the Company is not notified within the time limits as stated above, or if Goods were accepted from the carrier in a damaged condition.

8. Quantity

The Company cannot guarantee to supply exact quantities in respect of any purchase order received for Goods, and shall be deemed to have fulfilled its obligation under the Contract by delivery (or manufacture, for collected Goods) of a quantity within a tolerance of plus or minus 5% of the quantity specified in the Contract. The Buyer shall be invoiced for the actual amount supplied at the agreed Contract rate.

9. Payment

Payment for all Goods shall be paid to the Company in cleared funds prior to the start of manufacture, unless a Trade Credit Account has been agreed and approved in writing by the Company (subject to the usual credit and reference checks), or other payment terms have been agreed with the Buyer and have been confirmed in writing to the Buyer by the Company. Whereby a Trade Credit Account has been granted by the Company and confirmed to the Buyer in writing, without prejudice to the conditions in Clause 17 hereof, all sums due to the Company shall be paid within 30 days of the Invoice date. In default the Company may:

1. 9.1 suspend delivery under all or any contract with the Buyer and\or
2. 9.2 charge interest at the rate of 5% per annum above the base rate of The Royal Bank of Scotland on the sums outstanding and\or
3. 9.3 give written notice that if any sum remains unpaid for 21 days thereafter all contract may be cancelled and\or damages claimed for wrongful repudiation by the Buyer.

10. Force Majeure

The Company shall be entitled to delay or cancel delivery or reduce the amount delivered if it is prevented or hindered or delayed through any circumstances beyond its control including but not limited to strikes, accidents, breakdowns, Acts of God, UK or other Government policy, unavailability of materials from the normal source of supply including but not limited to raw materials, gas, electricity and water.

11. Risk and Property

1. 11.1 The risk of damage to or loss of the goods shall pass to the Buyer at the time of delivery or if the Buyer wrongfully fails to take delivery of the goods or fails to provide adequate means of access for delivery of Goods at the time when the Company has tendered delivery of the goods or attempted to deliver the same.
2. 11.2 Notwithstanding delivery and the passing of risk in the goods, or any provision in these conditions, the property in the Goods shall not pass to the Buyer until the Company has received in cash or cleared funds payment in full to the price of the Goods and all other sums due to the Company by the Buyer.
3. 11.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall keep the goods separate from those of the Buyer and third parties property stored, protected in insured and identified as the Company’s property.
4. 11.4 Until such time as the property in the Goods passes to the Buyer, the Company shall be entitled at any time to require the Buyer to deliver up the Goods to the Company and, if the Buyer fails to do so forthwith, to enter on any premises of the Buyer or any third party where the goods are stored and repossess the goods.
5. 11.5 The Buyer shall not be entitled to pledge or any way charge by way of security for any indebtedness any of the Goods which remain the property of the Company, but if the Buyer does so all monies owing to the Buyer shall (without prejudice or any other right or remedy of the Company) forthwith become due and payable.

12. Defects and acceptance

1. 12.1 If the Company is not notified in writing within 5 days of the delivery the Buyer shall be deemed to have examined and accepted the goods in good condition and free from any defects and supplied in accordance with all the specifications of the contract.
2. 12.2 Where the Buyer has bought the goods for further manufacture or processing or sale the Company will not be liable for loss or damage resulting from a defect not discovered by reasonable examination of the goods.
3. 12.3 The Company’s liability for consequential loss shall not exceed the value of the defective goods.
4. 12.4 Subject as expressly provided in these Conditions, and except where these Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Term Act 1977), all warranties, conditions or other terms implied in statute or common law are excluded to the fullest extent permitted by law.

13. Cancellation

No Contracts or orders can be cancelled once they have been acknowledged to the Buyer by the Company except with the Company’s written consent. The Buyer accepts liability for all and any costs which the Company may have already incurred for which an Invoice will be raised to the Buyer by the Company. Remarkable reserves the right therefore, to charge a cancellation fee of up to 25% of the value of the order to cover the cost of such works, time lost and handling.

14. Representation and Advice

No employee of the Company has any authority whatsoever to make any oral representation on behalf of the Company or to give advice or recommendations in respect of the storage, application or use of the goods.

15. Fitness for Purpose

Where the goods are required for a purpose other than the normal or usual purposes for which such goods are commonly supplied then no conditions or warranty of fitness for the purpose of the goods shall be implied unless the Buyer has made known to the Company in writing the exact purpose for which the goods are intended to be used on or before the making of the contract.

16. Intellectual Property Rights

The Buyer shall indemnify the Company against all claims for infringement or alleged infringement by any person of patent or other industrial property rights of whatsoever nature and all costs and expenses incurred in connection therewith arising from the execution of the Buyers’ order in accordance with the Buyers designs, plans or specifications.

17. Insolvency

If distress or execution is levied on the Buyer’s assets or if the Buyer makes or offers to make any arrangements of composition with his/her creditors or commits any act of bankruptcy or if any petition or Receiving Order in Bankruptcy is presented or made against him/her or if the Buyer being a limited Company a resolution or a petition to wind up such Companies business is passed or presented otherwise than for the purposes of reconstruction or amalgamation or if a Receiver or Administrator of the company’s undertaking property or assets or any part thereof is appointed the Company (without prejudice to any claim or right the Company might otherwise have) shall have the right forthwith and without any liability to the Buyer to determine this contract by summary notice and not withstanding the provisions of Clause 9 hereof all payments all for the Goods shall become immediately due.

18. Set off

The Buyer shall not be entitled to withhold payment of any amount payable under the contract to the Company because of any disputed claims by the Buyer in respect of faulty goods or any other alleged breach of the Contract, nor shall the Buyer be entitled to set off against any amount payable under the contract to the Company any monies which are not then presently payable by the Company or for which the Company disputes liability.

19. Indulgence

The rights of the Company or the Buyer shall not be prejudiced or restricted by any indulgence or forbearance extended by either party to the other and no waiver by either party in respect of any breach shall operate as a waiver in respect of any subsequent breach.

20. English Law

Every contract to which these conditions apply shall be construed in accordance with and governed in all aspects by the Laws of England and the Company and the Buyer submit irrevocably to the jurisdiction of the English Courts.

21. Severability

Each provision of the Terms and Conditions is severable and distinct from the rest. Any of these Terms and Conditions which should be held to be invalid, void or unenforceable shall in no way affect any of the other provisions which shall remain in full force and effect.