Terms and Conditions

1.1 In these Conditions unless the context requires otherwise the following words have the following meanings:
“Buyer” the person or organisation who purchases Goods from the Seller.
“Contract” any contract between the Buyer and the Seller for the purchase of Goods incorporating these Conditions and an Order.
“Goods” any products ordered by the Buyer from the Seller or to be supplied by the Seller to the Buyer.
“Loss” any and all liability arising from actions, awards, costs, claims, damages, losses (including without limitation any direct or indirect consequential losses), expenses, loss of profits, loss of reputation, judgments, penalties and proceedings and any other losses and/or liabilities.
“Order” an order placed by the Buyer with the Seller for the supply of the Goods whether made by telephone, fax or e-mail.
“VAT” value added tax and any such tax amending or replacing the same.
“Working Day” any day which is not a Saturday, Sunday or a statutory public holiday in England.
1.2 In these Conditions:
1.2.1 reference to the singular shall include the plural and vice versa and words indicating a person shall include bodies of persons whether corporate or incorporate;
1.2.2 reference to a Clause is to the relevant Clause in these Conditions and the headings are for convenience only and shall not affect their interpretation; and
1.2.3 reference to any statute or statutory provision includes a reference to the same as from time to time amended, extended, re-enacted or consolidated and all subordinate legislation from time to time made under it.

2.1 The Order constitutes an offer by the Buyer to purchase the Goods on these Conditions.
2.2 A legally binding contract will only be formed between the Seller and the Buyer when either:
2.2.1 the Seller has notified the Buyer of its acceptance of the Buyer’s Order; or
2.2.2 (if earlier) by its actions has commenced performance of the Buyer’s Order.
2.3 A read receipt or delivery receipt of an email will not amount to written confirmation of the Seller’s acceptance of the Buyer’s Order.
2.4 The Seller may refuse to accept any Order placed by the Buyer and will have no liability for Losses to anyone else in such circumstances.

3.1 If any samples are produced by the Seller at the Buyer’s request then the Seller reserves the right to charge the Buyer such costs as shall be agreed between the parties.
3.2 If the Buyer approves any sample or test work produced by the Seller the Buyer shall have no claim in respect of nor any right to reject any Goods which are of the same specification, quality and fitness for purpose as the sample or test work as applicable.

4.1 Details in brochures and price lists, including sizes or dimensions, produced by the Seller are intended as guidance only and are only intended to give a general approximation of the Goods unless stated in the Order or otherwise agreed in writing.
4.2 The Buyer shall check and ensure that any Order is accurate and adequate for the provision of the Goods and the Seller shall have no liability to the Buyer for any Loss as a result of errors in any details provided by and/or approved by the Buyer.
4.3 The Buyer shall give the Seller any information necessary for the Seller to perform the Contract.
4.4 As some of the Seller’s Goods are made from natural products, no warranty can be given that each unit of such products will be the same in all material respects as each other and the Seller will have no liability for Losses arising as a result of variation of shade, colour and texture or natural product component.

5.1 The Seller reserves the right to discontinue or make any changes to the Goods from time to time (including but not limited to any changes required by law or any applicable safety or manufacturing requirements) without prior notice to the Buyer provided that changes to Goods other than if required by law (as opposed to discontinued lines) do not materially affect the quality and/or performance of the Goods.

6.1 Delivery of the Goods will be made by the Seller delivering the Goods to the address as indicated in the Order.
6.2 The Seller will use its reasonable endeavours to achieve delivery and/or performance by any date specified in the Buyer’s Order but each such date is to be treated as an estimate only and time shall not be of the essence of the Contract.
6.3 The Buyer will have no right to reject or object to the Goods and will have no right to rescind for late performance unless the due date for performance has passed and the Buyer has served on the Seller a written notice requiring the Contract to be performed giving the Seller no less than ten (10) Working Days in which to do so and the notice has not been complied with.
6.4 The Seller may deliver the Goods by separate instalments as set out in the Order and each delivery shall constitute a separate and distinct contract which the Seller shall be entitled to invoice separately. Failure by the Seller to deliver any instalment shall not entitle the Buyer to treat the Contract as a whole as repudiated and/or terminated.
6.5 The Seller may deliver up to ten (10) per cent more or less than the quantity of Goods ordered and the Order shall be deemed to be satisfied and the price shall be adjusted pro rata as a result.
6.6 If the Buyer fails to take delivery of the Goods then without prejudice to any other right or remedy available to the Seller the Seller may:
6.6.1 withhold delivery and/or performance of any other Goods;
6.6.2 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; and/or
6.6.3 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) charge the Buyer for any shortfall below the price under the Contract.
6.7 If the Buyer fails to take delivery of the ordered Goods the Buyer will indemnify and keep indemnified the Seller against any and all Loss (including increased administration and legal costs on a full indemnity basis) incurred and/or suffered by the Seller as a result.
6.8 Any claim in respect of error in type or quantity of Goods or in respect of the condition of the Goods delivered must be made in writing to the Seller within 72 hours of receipt of the Goods by the Buyer. In the case of non-delivery or part delivery of Goods, notification must be given to the Seller (and in the case of part delivery such notification to confirm the number of cartons delivered) within 14 days of an invoice being received.
6.9 No goods delivered to the Buyer that are in accordance with the Contract will be accepted for return without the prior written approval of the Seller on terms to be determined at the absolute discretion of the Seller.

7.1 No order which has been accepted by the Seller may be cancelled by the Buyer except with the Seller’s prior written agreement and on terms that the Buyer shall indemnify and keep indemnified the Seller in full against any and all Loss (including the cost of all labour and materials used) incurred and/or suffered by the Seller as a result of cancellation.

8.1 The Seller will be under no obligation to do so but will use its reasonable endeavours to comply with a reasonable request by the Buyer to postpone delivery of the Goods.
8.2 If delivery of the Goods is postponed at the Buyer’s request the Buyer shall indemnify and keep indemnified the Seller in full against any and all Loss (including increased administration and legal costs on a full indemnity basis) suffered and/or incurred by the Seller as a result and shall also pay for the Goods as if delivery and/or performance had not been postponed.

9.1 Unless otherwise agreed in writing by the Seller the price of the Goods shall be as set out in the Order as accepted by the Seller.
9.2 All prices are exclusive of any applicable VAT which shall be payable by the Buyer.
9.3 The Seller reserves the right to charge a handling fee for minimum orders in its sole discretion.

10.1 Unless the Seller agrees otherwise in writing, the Buyer will pay the price for the Goods in pounds sterling no later than thirty (30) days from the end of the month in which the Goods are delivered.
10.2 Time for payment shall be of the essence of the Contract.
10.3 If the Buyer fails to make any payment on the due date then without prejudice to any other right or remedy the Seller may have the Seller shall be entitled to:
10.3.1 cancel the Order and suspend delivery of any other Orders;
10.3.2 appropriate any payment made by the Buyer to such Order as the Seller may think fit;
10.3.3 charge interest from the due date until payment in full is made (both before and after judgment) on the amount unpaid at whichever is the greater rate of 4% (four percent) over the base rate of the Seller’s bank from time to time, accruing each month on a daily basis, or the amount prescribed by law; and/or
10.3.4 be indemnified and kept indemnified by the Buyer in full against any and all Loss (including increased administration and legal costs on a full indemnity basis) suffered and/or incurred by the Seller as a result of the Seller having to recover sum due from the Buyer if not paid by the due date.
10.4 All amounts due under this Contract shall be paid in full without any deduction or withholding other than as required by law. The Buyer shall not be entitled to assert any credit, set-off or counterclaim against the Seller in order to justify withholding payment of any such amount in whole or in part.

11.1 The Seller may set a credit limit for the Buyer and any changes the Seller makes to the Buyer’s credit limit will be notified to the Buyer from time to time.
11.2 The Seller reserves the right to refuse to accept any Orders and/or to suspend delivery of any Goods if such Goods would result in the Buyer exceeding its credit limit or if the credit limit has already been exceeded.

12.1 Risk in the Goods and 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 the time when the Seller has tendered delivery of the Goods.

13.1 Despite delivery of the Goods and risk having passed to the Buyer, title and ownership in the Goods shall remain with the Seller until it has received payment in full and cleared funds for:
13.1.1 the Goods; and/or
13.1.2 all other goods agreed to be provided by the Seller to the Buyer.
13.2 Until such time as title in the Goods passes to the Buyer the Buyer shall:
13.2.1 hold the Goods as the Seller’s fiduciary agent and bailee;
13.2.2 keep the Goods stored in a secure and satisfactory condition separate from all other goods of the Buyer and/or third parties and clearly marked in such a way as to be readily identifiable as the Seller’s property;
13.2.3 not alter, remove, destroy or obscure any identifying marks, logos or packaging on or relating to the Goods; and
13.2.4 keep the Goods insured for the price at which the Goods were sold to the Buyer against all insurable risks and the Buyer shall hold any proceeds of such policy of insurance in relation to the Goods on trust for the Seller.
13.3 The Buyer may resell the Goods prior to title and ownership having passed provided such sale is in the ordinary course of the Buyer’s business at full market value and that such sale is a sale of the Seller’s property on the Buyer’s own behalf acting as principal.
13.4 The Seller shall be entitled to recover payment for Goods despite ownership not having passed.
13.5 The Buyer grants the Seller’s employees and/or agents the right to enter the Buyer’s premises or any other premises where the Goods are or may be stored in order to confirm the Buyer’s compliance with this Clause 13 (Title) and/or, if the Buyer’s right to possession has ceased, to recover the Goods.
13.6 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller and if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) immediately become due and payable.

14.1 Neither party shall use and/or disclose any confidential information which is acquired by it about the other party’s business and/or given by one party to the other party and/or generated by one party using the other party’s confidential information except in the proper performance of this Contract.

15.1 The Seller's total liability to the Buyer for Losses under this Contract shall not exceed the amount payable by the Buyer to the Seller in respect of the relevant Order to which the claim relates.
15.2 The Seller shall have no liability to the Buyer for defective Goods, Goods not despatched or Goods damaged or lost in transit unless the event is notified to the Seller within the appropriate time limits set out in this Contract.
15.3 The Seller shall have no liability to the Buyer for any:
15.3.1 loss of profits;
15.3.2 depletion of reputation and goodwill;
15.3.3 pure economic losses;
15.3.4 special damages;
15.3.5 aggravated, punitive and/or exemplary damages;
15.3.6 consequential and/or indirect losses; and/or
15.3.7 interruption of business, loss of business, contracts and/or opportunity.
15.4 Except for the financial cap on liability which shall apply only once in respect of all types of Loss, each of the limitations and/or exclusions set out in this Contract shall be deemed to be repeated and apply as a separate provision for each of:
15.4.1 Loss arising in contract (including fundamental breach);
15.4.2 Loss arising in tort (including negligence);
15.4.3 Loss arising as a result of or in connection with breach of statutory duty; and
15.4.4 Loss arising as a result of or in connection with breach of common law and/or any other legal basis.
15.5 The Seller shall have no liability to the Buyer for Losses arising as a result of defective Goods to the extent the defect is caused or contributed to by the Buyer and/or by the Buyer’s continued use of defective Goods after the defect has become apparent or suspected or should reasonably have been apparent or suspected by the Buyer.
15.6 Subject as expressly provided in this Contract all warranties, conditions or other terms Implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law,
15.7 Nothing in this Contract shall exclude or limit the Seller’s liability for death or personal injury caused by its own negligence, any liability for fraud or fraudulent misrepresentation or any other liability which the Seller is not permitted to exclude or limit as a matter of law.

16.1 Either party may immediately terminate the Contract including any individual Orders by written notice if the other party:
16.1.1 fails to make any payment when due;
16.1.2 is declared or becomes insolvent or bankrupt, has a moratorium declared in respect of any of its indebtedness, enters into administration, receivership, administrative receivership or liquidation or threatens to do any of these things, take or suffer any similar action in any jurisdiction or any step is taken (including without limitation the making of an application on the giving of any notice) by it or by any other person in respect of any of these circumstances (except for the purposes of amalgamation or reconstruction and in such manner that the resulting company effectively agrees to be bound by or assume the obligations imposed on that other party under this Contract);
16.1.3 ceases or threatens to cease to carry on business; and/or
16.1.4 appears reasonably to the other party to be about to suffer any of the above events.
16.2 If the Seller has the right to terminate the Contract:
16.2.1 the Seller may withhold delivery of any undelivered Goods and stop any Goods in transit;
16.2.2 the Seller may terminate the Buyer’s right to re-sell and retain possession of any of the Goods owned by the Seller;
16.2.3 the Seller may enter the Buyer’s premises or any other premises where the Goods are or may be stored and may repossess and sell or dispose of any Goods owned by the Seller to discharge any sums owed by the Buyer to the Seller under the Contract or any other agreement with the Buyer; and
16.2.4 all monies owed by the Buyer to the Seller shall immediately become due and payable.

17.1 Any opening order with Xpressions must meet the value of at least £400
17.2 Orders after which must meet a value of at least £200