Terms and conditions of sale for commercial sales
1.1 Definitions
Branding Guidelines means the Company’s guidelines prescribing the permitted form and manner in which the Brand Materials may be used, a copy of which, if applicable, will be made available upon request including any amendments or additions notified by the Company to the Customer from time to time;
Brand Materials means the materials supplied to the Customer by the Company (upon request) or as produced by the Customer and agreed by the Company for use in connection with the advertising and sale of the Goods within the Customer’s retail store(s) or otherwise (as agreed in writing in advance by the Company) which bear and/or incorporate the Company’s name and/or logo(s) and/or any part of its intellectual property in whole or in part;
Company means AWAM Ventures Ltd;
Contract means the contract between the Customer and the Company for the sale and purchase of the Goods in accordance with these Conditions;
Customer means the person or firm who purchases the Goods from the Company;
Goods means the goods (or any part of them) set out in the Order;
Order means the Customer’s Order for the Goods as set out in the Customer’s purchase order form, the Customer’s written acceptance of the Supplier’s quotation, or overleaf, as the case may be;
Territory means the United Kingdom.
- These terms and conditions are the terms and conditions on which AWAM Ventures Ltd (hereinafter referred to as “the Company”) contracts with you, the customer ("Customer", "you”), for the sale of Goods to you. These terms and conditions apply to the exclusion of any other terms and/or conditions that the Customer may seek to impose or incorporate or which are implied by trade, custom, practice or course of dealing and no variation or modification of these terms and conditions shall be of any effect unless expressly agreed in writing by the Company and signed by an authorised signatory of the Company.
- Order
No order shall be binding upon the Company until it has expressly confirmed its acceptance to the Customer in writing.
- Prices
Price lists may be subject to alteration. Orders are accepted subject to the condition that Goods will be invoiced in accordance with the most recent price list provided to the Customer or, if otherwise agreed in writing, the price agreed in writing between the Company and the Customer at the date of confirmation of the Order unless otherwise stated and all prices are subject to the addition of Value Added Tax where appropriate. The Company may invoice the Customer at any time after acceptance of the Order.
- Sale of Goods
The Company requests that all Goods sold to the Customer are not distributed and/or sold by the Customer via any online third party marketplace websites (such as Amazon or e-Bay) or any similar websites. It is highly unlikely that the distribution and/or sale of Goods via such online websites will enable the Customer to comply with the Branding Guidelines.
- Payment
(a)The Customer shall pay the invoice in full and in cleared funds in accordance with the terms shown on the Company’s invoice and within 30 days of the date of invoice, unless otherwise agreed in writing between the Company and Customer.
(b)In the event any discount has been applied which is conditional, and the conditions are no longer satisfied, the Company shall be entitled to withdraw the discount and invoice the total cost of the relevant Goods to the Customer.
(c)If the Customer fails to make any payment due to the Company by the due date for payment, the Company shall be entitled to charge interest on the amount overdue at the rate of 8% per annum above Bank of Scotland’s base rate from time to time
(d)The Company reserves the right to suspend further deliveries when payment terms have not been observed.
- Passing of Property and Risk
(a)The Risk in the Goods shall pass to the Customer on delivery and where applicable, in accordance with clause 13.
(b)Title to the Goods shall not pass to the Customer until the Company receives payment in full for the Goods and for any other goods which have been supplied to the Customer by the Company (or its holding company or subsidiary company or any subsidiary of such holding company or any agent or distributor of the Company) and in respect of which payment has become due. The Company may terminate the Customer’s power of sale at any time and the Company may repossess the Goods.
(c) Subject to Clause 7 (d), the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Company receives payment for the Goods. However, if the Customer resells the Goods before the Company has received payment in full:
(i)it does so as principal and not the Company’s agent;
(ii)title to the Goods shall pass from the Company to the Customer immediately before the time at which resale occurs; and
(iii)to the extent, permitted by law the Customer shall hold any monies received by it for the sale of any of the Goods in trust for the Company PROVIDED that this sub-Clause 7 (c) (iii) shall not operate
as a charge over any such monies
(d)Without prejudice to sub-Clause 7 (b) hereof, until the Company has been paid in full for the Goods.
(i)The Company may require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and
(ii)if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
(e)The Customer agrees to store the Goods, until they have been paid for, in such a way that they are readily identifiable as the property of the Company.
(f)In the circumstances specified at sub-Clause 7 (d) (ii) above, the Company shall be entitled immediately after giving notice of its intentions to do so to enter upon the premises of the Customer with
such transport as may be necessary and repossess any Goods or products to which it has title hereunder.
(g)Nothing in this clause shall confer any right on the Customer to return the Goods sold hereunder or to refuse or delay payment thereof, unless otherwise agreed
(h)Where the Customer is situated outwith Scotland, if the Customer incorporate the Goods into other products (with the addition of his goods or those of others) or uses the Goods as material for other products (with or without such addition) the property in those other products is upon such incorporation or use ipso facto transferred to the Company and the Customer will store the same for the
Company in a proper manner without charge.
(i)Subject to Clause 7 (d), where the Customer is situated outwith Scotland, in the event of the Customer who has contracted to buy Goods from the Company purporting to sell the whole or any part of such goods to a third party before payment has been made to the Company of all sums owing to the Company therefore from the Customer:
(i)it does so as principal and not the Company’s agent;
(ii)title to the Goods shall pass from the Company to the Customer immediately before the time at which resale occurs; and
(iii)to the extent, permitted by law the Customer shall hold any monies received by it for the sale of any of the Goods in trust for the Company PROVIDED that this sub-Clause 7 (i) (iii) shall not operate as a charge over any such monies.
- Licence to use Brand Materials
(a)In the event that the Customer wishes to use Brand Materials in any way, including inter alia in connection with the advertising and sale of the Goods it shall submit a written request to the Company which the Company may approve in writing at its sole discretion.
(b)Subject to the Company’s receipt of payment of the Goods pursuant to Clause 6 and its written acceptance of the Customer’s request pursuant to sub-Clause 8 (a), the Company hereby grants to the
Customer a non-exclusive licence to use Brand Materials strictly in accordance with the Branding Guidelines and solely in connection with the advertising and sale of the Goods within the Territory;
(c)The Customer undertakes not to sub-license to others the right granted in sub-Clause 8 (b) without first obtaining the written consent of the Company which may be granted in the Company’s sole discretion.
(d)Online sales of Goods and the use of Branding Materials in whole or in part must strictly comply with the Branding Guidelines. The Company requests that the Goods are not distributed and/or sold via any online third party marketplace websites as it is highly unlikely that distribution and/or sale of Goods via online third party marketplace websites will enable compliance with the Branding Guidelines.
(e)In the event that the Customer commits a breach of any of the terms specified in this Clause 8 or uses Brand Materials in such a way that the Company in its sole discretion considers to be detrimental
and/or damaging to the Company’s brands and/or its business and/or its intellectual property the Licence granted in sub-Clause 8 (b) may be revoked by the Company at its discretion and all Brand Materials shall be returned to the Company or destroyed (as directed by the Company) without delay.
- Appropriation
The Company reserves the right to ascribe any payment to account made by the Customer to a particular invoice notwithstanding that the parties are in dispute or the Customer is insolvent in any respect.
- Cancellations
The Company reserves the right to refuse (a) cancellations of Orders placed by Customers and (b) return of Goods without permission
- Delivery
Any dates quoted by the Company for delivery of the Goods are given in good faith but are approximate only and the time of delivery is not of the essence. The Company shall not be liable for any delay in delivery of the Goods.
- Damage and Shortage
(a)Where Goods are delivered by external carriers damage or part loss claims cannot be entertained unless the carriers and the Company are notified in writing within five (5) days from date of delivery.
(b)Where Goods are delivered by the Company and a receipt or delivery note signed by the Customer is received, the Goods will be deemed to have been examined and therefore no claim for damage or loss will be entertained by the Company.
- Shipping Terms
Unless otherwise agreed in writing, shipping shall be carried out FOB and all quoted FOB terms are FOB Scotland.
- Severance
(a)If any provision or part-provision of these terms and conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these terms and conditions.
(b)If any provision or part-provision of these terms and conditions is deemed deleted under clause 13(a) above, the parties shall negotiate in good faith to agree a replacement provision that, to the
greatest extent possible, achieves the intended commercial result of the original provision
- Governing Law and Jurisdiction
These terms and conditions shall be construed by and interpreted in accordance with the laws of Scotland and the Scottish courts shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these terms and conditions or its subject matter.
RETURNS POLICY
1.The Company will not accept any returned items without prior authorisation.
2.If for any reason you need to return Goods, you should contact the nominated Customer Services contact specified at the top of your sales order/invoice by e-mail, within five (5) days of receipt of Goods. Please provide your sales order/invoice number and product reference when making such request.
3.Once the Company has approved your return (at its sole discretion) (“Authorised Return”), we will send you a return tracking document (“Return Tracking Document”) to attach to the package to be returned.
4.Items returned without a Return Tracking Document WILL NOT BE PROCESSED, please help us to help you.
5.Please note the Company cannot assume responsibility for reimbursement of packages lost in transit without proof of delivery to the Company.
6.Where an Authorised Return is received in relation to faulty Goods, the Company shall, at its sole option and discretion, either provide replacement goods or issue a credit note
After your Authorised Return is received, in respect of non-faulty Goods, a credit note will be issued, unless otherwise agreed in