1. Definitions
In this document the following words shall have the following meanings:
1.1 “Buyer” means the organisation or person who buys Goods from the Seller;
1.2 “Goods” means the articles to be supplied to the Buyer by the Seller;
1.3 “List Price” means the list of prices of the Goods maintained by the Seller as amended from time to time;
1.4 “Seller” means PALMER AGENCIES LTD of Unit 1 Beechill Business Park, 96 Beechill Road, Belfast, BT8 7QN, registered in Northern Ireland No. 7156, VAT reg. No. GB 517 0693 48.
2. General
2.1 These Terms and Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Seller in writing.
2.2 Any variations to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
2.3 If the Buyer is more than one person, each person has joint and several obligations under these Terms and Conditions.
2.4 Should the Buyer decide to alter its trading style, it must inform the Seller in writing as soon as possible.
2.5 If any of these terms are unenforceable as drafted:
2.5.1 It will not affect the enforceability of any other of these terms; and
2.5.2 If it would be enforceable if amended, it will be treated as so amended.
2.6 The Seller may treat the Buyer as insolvent if:
2.6.1 The Buyer is unable to pay its debts as they fall due; or
2.6.2 The Buyer (or any item of its property) becomes the subject of:
a) Any formal insolvency procedure (examples of which include receivership, liquidation, administration, voluntary arrangements (including a moratorium) or bankruptcy);
b) Any application or proposal for any formal insolvency procedure; or
c) Any application, procedure or proposal overseas with similar effect or purpose.
2.7 The Seller may at any time revise these Terms and Conditions.
3. Price & Payment
3.1 The price shall be that in the Seller’s current Price List, or such other price as the parties may agree in writing.
3.2 Prices are correct at the time of publication. The seller reserves the right to adjust prices.
3.3 Prices listed are exclusive of VAT unless otherwise stated.
3.4 Children’s costumes are not subject to UK VAT.
3.5 Export orders to EU Buyers are exempt from UK VAT providing a valid VAT number is supplied.
3.6 Export orders to Buyers outside the EU are exempt from VAT.
3.7 Export orders are accepted on a strictly Pro Forma basis.
3.8 The Buyer is to pay Pro Forma, by BACS transfer, Bankers’ Draft made out to the Seller, credit or debit card or in a cleared cheque prior to delivery, unless the Buyer has an approved credit account. Payments made with a credit card may incur in a 2% handling fee.
3.9 All accounts are net Pro-Forma. If the Buyers has an approved credit account, payment is due no later than 30 days after the date of our invoice unless otherwise agreed in writing.
3.10 The Buyer may pay monies owed by telephone (+44 (0) 28 9064 7119) or direct to the Sellers account using the following account information:
3.10.1 STERLING
- Bank: DANSKE BANK, Belfast
- Account Name: PALMER AGENCIES LTD.
- Sort Code: 95-01-49
- A/C No.: 70048283
- SWIFT Code: DABAGB2B
- IBAN No.: GB66 DABA 9501 4970 0482 83
3.10.2 EURO
- Bank: DANSKE BANK, Belfast
- Account Name: PALMER AGENCIES LTD.
- Sort Code: 95-01-49
- A/C No.: 00048585
- SWIFT Code: DABAGB2B
- IBAN No.: GB68 DABA 9501 4900 0485 85
3.11 If the Buyer fails to pay the Seller in full all monies owed on the due date, the Seller may:
3.11.1 Suspend or cancel future deliveries;
3.11.2 Cancel any discount offered to the Buyer;
3.11.3 Charge the Buyer interest at the rate set under s.6 of the Late Payment of Commercial Debts (Interest) Act 1998; calculated (on a daily basis) from the date of the Seller’s invoice until payment;
3.11.4 Before and after any judgment (unless a court orders otherwise);
a) Claim fixed sum compensation from the Buyer under s. 5A of that Act to cover the Seller’s credit control overhead costs; and
b) Recover (under clause 3.14) the cost of taking legal action to make the Buyer pay.
3.12 If the Buyer has a credit account, the Seller may withdraw it or reduce the credit limit or bring forward the due date for payment. The Seller may do any of these at any time without notice.
3.13 The Buyer does not have the right to set off money it may claim from the Seller against anything it may owe the Seller.
3.14 While the Buyer owes money to the Seller, the Seller has a lien on any of the Buyer’s property in the Seller’s possession.
3.15 The Buyer is to indemnify the Seller in full and hold the Seller harmless from all expenses and liabilities the Seller may incur (directly or indirectly including financial costs and including legal cost on a full indemnity basis) following any breach by the Buyer of any of the Buyer’s obligations under these terms.
3.16 The Seller shall require a deposit for large bespoke orders, which are not part of the standard stock range.
4. Orders
4.1 All Goods are subject to availability.
4.2 Goods not in stock at the time an order is placed will be automatically put on back order unless otherwise specified (in writing) by either Buyer or Seller.
4.3 Halloween orders for delivery must be placed by 12 noon, 5 working days before 31st October.
4.4 Halloween orders for collection must be placed by the last working day before 31st October.
5. Deliveries
5.1 The Seller will provide free carriage to UK & Ireland on orders over £200 excluding VAT.
5.2 Carriage charged at cost on orders less than £200 excluding VAT.
5.3 Carriage will be charged at cost for all export deliveries.
5.4 All delivery times quoted are estimates only.
5.5 Unless otherwise agreed in writing, delivery of the Goods shall take place either:
5.5.1 At the address specified by the Buyer on the date specified by the Seller.
5.5.2 At the Seller’s premises if the Buyer is collecting.
5.6 The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
5.7 If the Seller fails to deliver within a reasonable time after the quoted delivery time, the Buyer may (by informing the Seller in writing) cancel the contract, however:
5.7.1 The buyer may not cancel if notice is given after the goods have been dispatched; and
5.7.2 The premises (or the access to them) are unsuitable for the delivery vehicle.
5.8 If the Buyer accepts delivery of the goods after the estimated delivery time, it will be on the basis that the Buyer holds no claim against the Seller for the delay (including indirect or consequential loss, or increase in the price of the goods).
6. Risks
6.1 Claims for missing/damaged goods will not be considered unless the Seller is informed in writing within 14 days of receipt of the goods.
6.2 Risk in the Goods shall pass to the Buyer at the moment the Goods are dispatched from the Seller’s premises. Where the Buyer chooses to collect the Goods itself, risk will pass when the Goods are entrusted to it or set aside for it’s collection, whichever happens first.
7. Title
7.1 All goods remain the property of the Seller until payment has been received.
7.1.1 The Buyer must store them so that they are clearly identifiable as the Seller’s property.
7.1.2 The Buyer must insure them (against the risks for which a prudent owner would insure them) and hold the policy on trust for the Seller.
7.2 The Buyer may use the goods and sell them in the ordinary course of its business, but not if:
7.2.1 The Seller revokes that right (by informing the Buyer in writing); or
7.2.2 The Buyer becomes insolvent.
7.3 The Buyer must inform the Seller (in writing) immediately if it becomes insolvent.
7.4 If the Sellers right to use and sell the goods ends it must allow the Buyer to remove the Goods.
7.5 The Seller has the Buyer’s permission to enter any premises where the Goods may be stored:
7.5.1 At any time, to inspect them; and
7.5.2 After the Buyer’s right to use and sell them has ended, to remove them, using reasonable force if necessary.
7.6 Despite the Seller’s retention of title to the Goods, the Seller has the right to take legal proceedings to recover the price of goods supplied should the Buyer not pay the Seller by the due date.
7.7 The Buyer is not the Seller’s agent. The Buyer has no authority to make any contract on behalf of the Seller or in it’s name.
8. Warranties
8.1 The Seller warrants that the Goods:
8.1.1 Comply with their description on the Sellers order form; and
8.1.2 Are free from material defect at the time of delivery (as long as the Buyer complies with clause 8.3)
8.2 The Seller gives no other warranty (and exclude any warranty, term or condition that may be otherwise implied) as to the quality of the goods or their fitness for any purpose.
8.3 If the Buyer believes the Seller has delivered Goods that are defective in materials or workmanship the Buyer must:
8.3.1 Inform the Seller (in writing), with full details, within 14 days; and
8.3.2 Allow the Seller to investigate (this may include access to the Buyers premises and product samples);
8.3.3 Pay all carriage and all other reasonable charges when returning the goods to the Seller;
8.3.4 Complete the Sellers returns paperwork fully noting the original invoice number.
8.4 If the Goods are found to be defective in material or workmanship (following the Sellers investigations), and the Buyer has complied with those conditions (in clause 8.3) in full, the Seller will (at its option) repair the Goods, replace the Goods or issue a credit note.
8.5 The Seller is not liable for any other loss or damage arising from the supply of Goods or their use, even if the Seller is negligent, including (as examples only);
8.5.1 Direct financial loss, loss of profit or loss of use; and
8.5.2 Indirect or consequential loss.
8.6 For all other liabilities not referred to elsewhere in these Terms the Sellers liability is limited to damages to the price of the Goods.
9. Limitation of Liability
9.1 Where any court or arbitrator determines that any part of clause 8 is, for whatever reason, unenforceable, the Seller shall be liable for all loss or damage suffered by the Buyer but in an amount not exceeding the contract price.
9.2 Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of the Seller for death or personal injury as a result of the Seller’s negligence or that of its employees or agents.
10. Descriptions
Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract.
11. Images
11.1 All images and promotional material provided by the Seller are for use by an authorised Buyer only.
11.2 The above-mentioned images are for the use of promoting the sale of Goods relating, and are not to be misused, misrepresented or modified in any way.
12. Return of Goods
12.1 The Seller will accept the return of Goods from the Buyer only:
12.1.1 By prior arrangement (confirmed in writing)
12.1.2 On payment of a 25% restocking charge (unless the Goods were defective when delivered);
12.1.3 Where the Goods are as fit for sale as they were on delivery.
13. Cancellation
13.1 The Buyer may not cancel the order unless agreed with the Seller in writing (and clauses 5.7.1 and 13.2 then apply).
13.2 If the order is cancelled (for any reason) the Buyer is then to pay for all stock (finished or unfinished) that the Seller may then hold (or to which the Seller is committed) for the order.
13.3 Deposits are non refundable (unless otherwise agreed in writing).
13.4 The Seller may suspend or cancel the order, by written notice if:
13.4.1 The Buyer fails to pay any money when due (under the order or otherwise);
13.4.2 The Buyer becomes insolvent;
13.4.3 The buyer fails to honour its obligations under these terms.
14. Waiver and Variations
14.1 The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
14.2 Any waiver of these terms is binding in honour only unless:
14.2.1 Made or recorded in writing;
14.2.2 Signed on behalf of each party;
14.2.3 Expressly stating an intention to vary these terms.
15. Force Majeure
15.1 Although the Seller makes every effort to deliver merchandise of the highest quality to the Buyer, occasionally problems occur through no fault of its own, and the Seller accepts no liability for the non-delivery of goods.
15.2 The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.
16. Severability
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
17. Governing Law & Jurisdiction
This Agreement shall be governed by and construed in accordance with the law of Northern Ireland and the parties hereby submit to the exclusive jurisdiction of the Northern Irish courts.
18. Customer Service
Should the Buyer require advice on products, availability or sizing, simply call +44 (0) 28 9064 7119 (Monday – Thursday, 9.00am-5pm or Friday, 9.00am-4.30pm) and the Sellers’ knowledgeable staff will be happy to advise.