These Trading Terms shall govern all transactions that are entered into between loophouse and customers. By placing an order with the Company You accept these Trading Terms unless otherwise agreed in writing prior to acceptance of the Order.
- “the Works” means the designs, artwork, wall hangings and other material listed on the document to which these terms are attached
- “the Fee” means the fee agreed by You and the Company
- “the Company” means for and on behalf of loophouse limited
- “Intellectual Property” means, where appropriate, Copyright, Design Right, Registered Designs, Trademarks (registered or otherwise), Patents and Confidential Information Ideas and Moral Rights and all other rights whatsoever of a like nature world wide whether those rights are registered or not
- “You” means the Company’s customer
- “the Parties” means the Company and You
Terms & Conditions
- These Terms and Conditions shall apply to and be incorporated into any trading agreement or other contract or arrangement between the Parties and prevail over any inconsistent terms or conditions contained in or referred to in any order or correspondence or any terms and conditions which You supply to us and shall take precedence over any terms or conditions implied by trade custom or practice or course of dealing or otherwise.
- No variation of or addition to or exclusion of these Terms and Conditions shall be binding upon the Parties unless specifically agreed in writing.
- All Fees are payable in full within 7 days of the date of the relevant invoice unless otherwise stated. If such terms are varied, the variations will be confirmed at the foot of each relevant invoice. You will be responsible for all costs and expenses incurred by the Company in the collection of any debt due to delayed or non-payment of account. Interest is payable to the Company on all overdue monies calculated on a daily basis form the date of due payment to the date of actual payment at such respective commercial rates as the Company shall borrow money, usually 4% above the base rate of the Bank of England from time to time.
- All sums quoted and payable hereunder are exclusive of VAT which will be added where appropriate.
- Until You have fully paid for the goods, property therein is retained by the Company although the risk in the goods will pass to You as though the property has passed in accordance with section 18 of the Sales of Goods Act 1979.
- Any queries relating to sales invoices or reasons why payment in full will not be made within the due date must be notified in writing to the Company within 14 days of receipt of such an invoice.
- Without prejudice to any other remedy available to the Company, any goods in Your possession for which the Company has not received payment shall be returned to the Company. All Company goods shall be stored separately from other goods at Your premises. You hereby grant a licence to the Company and its agent(s) to enter on any of Your premises for the purpose of removing any such goods at any such time after the due date for the payment of the price for the goods has passed and such has not been paid in full.
- Delivery times are not of the essence. Any circumstances whatsoever completely beyond the Company’s control that make it impossible for the Company to fulfil its obligation with regard delivery dates are not circumstances entitling You to cancel this Agreement. The Company will not be responsible for reimbursement of costs, consequential loss or damage of any nature whatsoever that are incurred by reasonable delays or late delivery.
- The risk in all goods held ex Warehouse or C and F passes to the buyer as soon as the goods leave the Company’s warehouse. In all goods sold FOB when delivered to the shipper, in all goods sold CIF when delivered to the buyer’s premises or those of his appointed agent.
- Artwork fees and deposits paid by You to the Company are not refundable.
- If You inspect the goods before purchasing them, any defects in such goods are deemed to have been brought to Your attention and the Company accepts no liability whatsoever in respect of any such defect.
- The Works are held entirely at your own risk. If any part of the Works is lost, damaged or stolen whilst in Your possession or in transit from You to the Company You shall be responsible for paying the full price in respect of the goods to the Company unless the Company shall receive from You notification in writing or by telex, cablegram or telegram within 7 days from the date of receipt of the goods (in the case of damage).
- Goods dispatched to You on the basis of “sale or return”, “approval”, “approbation” or “consignment” are transported at Your own risk. You are responsible for any damage to or loss of the goods whilst in transit or in Your custody. In the case of loss or damage You will always pay the Company the price shown on the consignment note or other relevant document. A hire fee will be charged at a cost per day for goods taken.
- The Company shall retain all Intellectual Property Rights in the Works and there shall be no assignment of any rights affected by delivery, sale or supply of the Works hereunder. You have no right to reproduce the Works delivered under this Agreement, unless such Intellectual Property Rights are licensed to you by the Company.
- You will keep secret and confidential the terms of this Agreement and any information relating to the Works or the business of the Company (“the Information”) and shall only disclose the Information or any part thereof PROVIDED THAT this Clause shall not extend to information which was rightfully in either Party’s possession prior to the commencement of the negotiations leading to this Agreement or which is in the public domain and PROVIDED THAT You shall be entitled to disclose that part of the Information relating to the Works required for the proper reproduction and exploitation of the Works to the extent that the same are licensed.
- Without prejudice to any other rights or remedies to which the Company may be entitled the Company may terminate this Agreement immediately without liability in the event that You commit a material breach of these terms
- This Agreement constitutes the whole and only agreement between You and the Company and supersedes and extinguishes any other agreement whether written or oral.