TERMS AND CONDITIONS FOR USE OF WEBSITE
This agreement applies as between you, the User of this Web Site and Moana Limited, the owner(s) of this Web Site. Your agreement to comply with and be bound by these Terms and Conditions is deemed to occur upon your first use of the Web Site. If you do not agree to be bound by these Terms and Conditions, you should stop using the Web Site immediately.
No part of this Web Site is intended to constitute a contractual offer capable of acceptance. Your order constitutes a contractual offer and our acceptance of that offer is deemed to occur upon our sending a dispatch email to you indicating that your order has been fulfilled and is on its way to you.
In this Agreement the following terms shall have the following meanings:
means collectively the personal information, Payment Information and credentials used by Users to access Paid Content and / or any communications System on the Web Site;
means any third party responsible for transporting purchased Goods from our Premises to customers;
means any text, graphics, images, audio, video, software, data compilations and any other form of information capable of being stored in a computer that appears on or forms part of this Web Site;
means any products that Moana Limited advertises and / or makes available for sale through this Web Site;
means collectively any online facilities, tools, services or information that Moana Limited makes available through the Web Site either now or in the future;
means any details required for the purchase of Goods from this Web Site. This includes, but is not limited to, credit / debit card numbers, bank account numbers and sort codes;
means collectively any orders, invoices, dispatch notes, receipts or similar that may be in hard copy or electronic form;
Means our place(s) of business located at www.trioving-stockist.com;
|"System"||means any online communications infrastructure that Moana Limited makes available through the Web Site either now or in the future. This includes, but is not limited to, web-based email, message boards, live chat facilities and email links;|
|"User" / "Users"||means any third party that accesses the Web Site and is not employed by Moana Limited and acting in the course of their employment; and|
|"Web Site"||means the website that you are currently using (www.trioving-stockist.com) and any sub-domains of this site unless expressly excluded by their own terms and conditions.|
Persons under the age of 18 should use this Web Site only with the supervision of an Adult. Payment Information must be provided by or with the permission of an Adult.
These Terms and Conditions also apply to customers buying Goods in the course of business..
If Goods are being ordered from outside Moana Limited’s country of residence, import duties and taxes may be incurred once your Goods reach their destination. Moana Limited is not responsible for these charges and we undertake to make no calculations or estimates in this regard. If you are buying internationally, you are advised to contact your local customs authorities for further details on costs and procedures. As the purchaser of the Goods, you will also be the importer of record and as such should ensure that your purchase is in full compliance with the laws of the country into which the Goods are being imported. Please be aware that Goods may be inspected on arrival at port for customs purposes and Moana Limited cannot guarantee that the packaging of your Goods will be free of signs of tampering.
Material from the Web Site may be re-used without written permission where any of the exceptions detailed in Chapter III of the Copyright Designs and Patents Act 1988 apply.
This Web Site may contain links to other sites. Unless expressly stated, these sites are not under the control of Moana Limited or that of our affiliates. We assume no responsibility for the content of such web sites and disclaim liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another site on this Web Site does not imply any endorsement of the sites themselves or of those in control of them.
Those wishing to place a link to this Web Site on other sites may do so only to the home page of the site http://www.trioving-stockist.com without prior permission. Deep linking (i.e. links to specific pages within the site) requires the express permission of Moana Limited. To find out more please contact us by email at email@example.com.
Your creation of an Account is further affirmation of your representation and warranty.
Moana Limited aims to always provide high quality Goods that are fault free and undamaged. On occasion however, goods may need to be returned. Returns are governed by these Terms and Conditions.
Such discretion to be exercised only within the confines of the law.
Moana Limited reserves the right to change the Web Site, its Content or these Terms and Conditions at any time. You will be bound by any changes to the Terms and Conditions from the first time you use the Web Site following the changes. If Moana Limited is required to make any changes to Terms and Conditions relating to sale of Goods by law, these changes will apply automatically to any orders currently pending in addition to any orders placed by you in the future.
The Service is provided "as is" and on an "as available" basis. We give no warranty that the Service will be free of defects and / or faults. To the maximum extent permitted by the law we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.
Moana Limited accepts no liability for any disruption or non-availability of the Web Site resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.
In the event that any party to these Terms and Conditions fails to exercise any right or remedy contained herein, this shall not be construed as a waiver of that right or remedy.
In the event of any conflict between these Terms and Conditions and any prior versions thereof, the provisions of these Terms and Conditions shall prevail unless it is expressly stated otherwise.
All notices / communications shall be given to us either
by post to our Premises (see address above) or by email to
These terms and conditions and the relationship between you and Moana Limited shall be governed by and construed in accordance with the Law of England and Wales and Moana Limited and you agree to submit to the exclusive jurisdiction of the Courts of England and Wales.
STANDARD TERMS AND CONDITIONS
FOR THE SALE OF GOODS
1. Application of Conditions
1.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance
with any quotation or offer of the Seller which is accepted by the Buyer, or any
order of the Buyer which is accepted by the Seller,
1.2 These Conditions shall govern the Contract to the exclusion of any other terms
and conditions subject to which any such quotation is accepted or purported to
be accepted, or any such order is made or purported to be made, by the
2.1 In these Conditions:-
"Business Day" means any day other than a Saturday, Sunday or bank holiday;
"the Buyer" means the person who accepts a quotation or offer of the Seller
for the sale of the Goods or whose order for the Goods is
accepted by the Seller;
"the Contract" means the contract for the purchase and sale of the Goods
under these conditions;
"these means the standard terms and conditions of sale set out in
Conditions" this document and (unless the context otherwise requires)
includes any special terms and conditions agreed in writing
between the Buyer and the Seller;
"the Delivery means the date on which the Goods are to be delivered as
Date" stipulated in the Buyer's order and accepted by the Seller;
"the Goods" means the goods (including any instalment of the goods or any
parts for them) which the Seller is to supply in accordance with
"month" means a calendar month;
"the Seller" means Moana Limited, a company registered in England under
Moana Limited and includes all employees and agents of
"writing" includes any communications effected by telex, facsimile
transmission, electronic mail or any comparable means.
2.2 Any reference in these Conditions to a statute or a provision of a statute shall
be construed as a reference to that statute or provision as amended, reenacted
or extended at the relevant time.
2.3 The headings in these Conditions are for convenience only and shall not affect
3. Basis of Sale
3.1 The Seller's employees or agents are not authorised to make any
representations concerning the Goods unless confirmed by the Seller in
writing. In entering into the Contract the Buyer acknowledges that it does not
rely on, and waives any claim for breach of, any such representations which
are not so confirmed.
3.2 No variation to these Conditions shall be binding unless agreed in writing
between the authorised representatives of the Buyer and the Seller.
3.3 Sales literature, price lists and other documents issued by the Seller in relation
to the Goods are subject to alteration without notice and do not constitute
offers to sell the Goods which are capable of acceptance. An order placed by
the Buyer may not be withdrawn cancelled or altered prior to acceptance by
the Seller and no contract for the sale of the Goods shall be binding on the
Seller unless the Seller has issued a quotation which is expressed to be an
offer to sell the goods or has accepted an order placed by the Buyer by
whichever is the earlier of:-
3.3.1 the Seller's written acceptance;
3.3.2 delivery of the Goods; or
3.3.3 the Seller's invoice.
3.4 Any typographical, clerical or other accidental errors or omissions in any sales
literature, quotation, price list, acceptance of offer, invoice or other document
or information issued by the Seller shall be subject to correction without any
liability on the part of the Seller.
4. Orders and Specifications
4.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller
unless and until confirmed in writing by the Seller's authorised representative.
4.2 The specification for the Goods shall be those set out in the Seller's sales
documentation unless varied expressly in the Buyer's order (if accepted by the
Seller). The Goods will only be supplied in the minimum units (or multiples)
stated in the Seller's price list or in multiples of the sales outer as specified.
Orders received for quantities other than these will be adjusted accordingly,
illustrations, photographs or descriptions whether in catalogues, brochures,
price lists or other documents issued by the Seller are intended as a guide
only and shall not be binding on the Seller.
4.3 The Seller reserves the right to make any changes in the specification of the
Goods which are required to conform with any applicable safety or other
statutory or regulatory requirements or, where the Goods are to be supplied to
the Seller's specification, which do not materially affect their quality or
4.4 No order which has been accepted by the Seller may be cancelled by the
Buyer except with the agreement in writing of the Seller on the terms that the
Buyer shall indemnify the Seller in full against all loss (including loss of profit),
costs (including the cost of all labour and materials used), damages, charges
and expenses incurred by the Seller as a result of cancellation.
5.1 The price of the Goods shall be the price listed current at the date of
acceptance of the Buyer's order or such other price as may be agreed in
writing by the Seller and the Buyer.
5.2 Where the Seller has quoted a price for the Goods other than in accordance
with the Seller's published price list the price quoted shall be valid for 30 days
only or such lesser time as the Seller may specify.
5.3 The Seller reserves the right, by giving notice to the Buyer at any time before
delivery, to increase the price of the Goods to reflect any increase in the cost
to the Seller which is due to any factor beyond the control of the Seller (such
as, without limitation, any foreign exchange fluctuation currency regulation,
alteration of duties, significant increase in the costs of labour, materials or
other costs of manufacture), any change in delivery dates, quantities or
specifications for the Goods which is requested by the Buyer, or any delay
caused by any instructions of the Buyer or failure of the Buyer to give the
Seller adequate information or instructions.
5.4 [The Seller will allow the Buyer quantity discounts subject to and in
accordance with the conditions set out in the Seller's published price list for
the Goods current at the date of acceptance of the Buyer's Order.]
5.5 [Any settlement discount specified by the Seller in the Contract will be allowed
by the Seller to the Buyer in respect of Goods for which payment is received
by the Seller on or before the due date and otherwise in accordance with the
payment terms set out in these Conditions and provided that no other amounts
owing by the Buyer to the Seller are overdue and unpaid.]
5.6 Except as otherwise stated under the terms of any quotation or in any price list
of the Seller, and unless otherwise agreed in writing between the Buyer and
the Seller, all prices are inclusive of the Seller's charges for packaging and
5.7 The price is exclusive of any applicable value added tax excise, sales or taxes
or levies of a similar nature which are imposed or charged by any competent
fiscal authority in respect of the Goods, which the Buyer shall be additionally
liable to pay to the Seller.
6.1 Subject to any special terms agreed in writing between the Buyer and the
Seller, the Seller shall invoice the Buyer for the price of the Goods on or at any
time after delivery of the Goods, unless the Goods are to be collected by the
Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which
event the Seller shall be entitled to invoice the Buyer for the price at any time
after the Seller has notified the Buyer that the Goods are ready for collection
or (as the case may be) the Seller has tendered delivery of the Goods.
6.2 The Buyer shall pay the price of the Goods (less any discount or credit
allowed by the Seller, but without any other deduction credit or set off) within
30 days of the date of the Seller's invoice or otherwise in accordance with
such credit term as may have been agreed in writing between the Buyer and
the Seller in respect of the Contract. Payment shall be made on the due date
notwithstanding that delivery may not have taken place and/or that the
property in the Goods has not passed to the Buyer. The time for the payment
of the price shall be of the essence of the Contract. Receipts for payment will
be issued only upon request.
6.3 All payments shall be made to the Seller as indicated on the form of
acceptance or invoice issued by the Seller.
6.4 The Seller is not obliged to accept orders from any customer or buyer who has
not supplied the Seller with references satisfactory to the Seller; if at any time
the Seller is not satisfied as to the creditworthiness of the Buyer it may give
notice in writing to the Buyer that no further credit will be allowed to the Buyer
in which event no further goods will be delivered to the Buyer other than
against cash payment and notwithstanding Clause 6.2 of these conditions, all
amounts owing by the Buyer to the Seller shall be immediately payable in
7.1 Delivery of the Goods shall be made by the Seller delivering the Goods to the
place in the United Kingdom specified in the Buyer's order and/or the Seller's
acceptance as the location to which the Goods are to be delivered by the
Seller or, if no place of delivery is so specified, by the Buyer collecting the
Goods at the Seller's premises at any time after the Seller has notified the
Buyer that the Goods are ready for collection.
7.2 The Delivery Date is approximate only and time for delivery shall not be of the
essence unless previously agreed by the Seller in writing. The Goods may be
delivered by the Seller in advance of the Delivery Date upon giving reasonable
notice to the Buyer.
7.3 Where the Goods are to be delivered in instalments, each delivery shall
constitute a separate contract and failure by the Seller to deliver any one or
more of the instalments in accordance with these Conditions or any claim by
the Buyer in respect of any one or more instalments shall not entitle the Buyer
to treat the Contract as a whole as repudiated.
7.4 If the Buyer fails to take delivery of the Goods or any part of them on the
Delivery Date and/or fails to provide any instructions, documents, licences,
consents or authorisations required to enable the Goods to be delivered on
that date, the Seller shall be entitled upon given written notice to the Buyer to
store or arrange for the storage of the Goods and then notwithstanding the
provision of Condition 10.1 of these Conditions risk in the Goods shall pass to
the Buyer, delivery shall be deemed to have taken place and the Buyer shall
pay to the Seller all costs and expenses including storage and insurance
charges arising from such failure.
8.1 If the Seller fails to deliver the Goods or any of them on the Delivery Date
other than for reasons outside the Seller's reasonable control or the Buyer's or
its carrier's fault:-
8.1.1 if the Seller delivers the Goods at any time thereafter the Seller shall
have no liability in respect of such late delivery.
9.1 The Buyer is under a duty whenever possible to inspect the Goods on delivery
or on collection as the case may be.
9.2 Where the Goods cannot be examined the carriers note or such other note as
appropriate shall be marked “not examined”.
9.3 The Seller shall be under no liability for any damage or shortages that would
be apparent on reasonable careful inspection if the terms of this clause are not
complied with and, in any event will be under no liability if a written complaint
is not delivered to the Seller within 2 days of delivery detailing the alleged
damage or shortage.
9.4 In all cases where defects or shortages are complained of the Seller shall be
under no liability in respect thereof unless an opportunity to inspect the Goods
is supplied to the Seller before any use is made thereof or any alteration or
modification is made thereto by the Buyer.
9.5 Subject to condition 9.3 and condition 9.4, the Seller shall make good any
shortage in the Goods and where appropriate replace any goods damaged in
transit as soon as it is reasonable to do so, but otherwise shall be under no
liability whatsoever arising from such shortage or damage.
10. Risk and Retention of Title
10.1 Risk of damage to or loss of the Goods shall pass to the Buyer at:
10.1.1 in the case of Goods to be delivered at the Seller's premises, the time
when the Seller notifies the Buyer that the Goods are available for
10.1.2 in the case of Goods to be delivered otherwise than at the Seller's
premises, 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.
10.2 Notwithstanding delivery and the passing of risk in the Goods, or any other
provision of these Conditions, legal and beneficial title of the Goods shall not
pass to the Buyer until the Seller has received in cash or cleared funds
payment in full of the price of the Goods.
10.3 [Sub-clause 10.2 notwithstanding, legal and beneficial title of the Goods shall
not pass to the Buyer until the Seller has received in cash or cleared funds
payment in full of the price of the Goods and any other goods supplied by the
Seller and the Buyer has repaid all moneys owed to the Seller, regardless of
how such indebtedness arose.]
10.4 Until payment has been made to the Seller in accordance with these
Conditions and title in the Goods has passed to the Buyer, the Buyer shall be
in possession of the Goods as bailee for the Seller and the Buyer shall store
the Goods separately and in an appropriate environment, shall ensure that
they are identifiable as being supplied by the Seller and shall insure the Goods
against all reasonable risks.
10.5 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, but if the Buyer does so all money owing by the Buyer to the Seller
shall (without prejudice to any other right or remedy of the Seller) forthwith
become due and payable.
10.6 The Seller reserves the right to repossess any Goods in which the Seller
retains title without notice. The Buyer irrevocably authorises the Seller to enter
the Buyer’s premises during normal business hours for the purpose of
repossessing the Goods in which the Seller retains title and inspecting the
Goods to ensure compliance with the storage and identification requirements
of sub-clause 10.4.
10.7 The Buyer’s right to possession of the Goods in which the Seller maintains
legal and beneficial title shall terminate if;
10.7.1 The Buyer commits or permits any material breach of his obligations
under these Conditions;
10.7.2 The Buyer enters into a voluntary arrangement under Part 1 of the
Insolvency Act 1986, or any other scheme or arrangement is made with
10.7.3 The Buyer is or becomes the subject of a bankruptcy order or takes
advantage of any other statutory provision for the relief of insolvent
10.7.4 The Buyer convenes any meeting of its creditors, enters into voluntary
or compulsory liquidation, has a receiver, manager, administrator or
administrative receiver appointed in respect of its assets or undertaking
or any part thereof, any documents are filed with the court for the
appointment of an administrator in respect of the Buyer, notice of
intention to appoint an administrator is given by the Buyer or any of its
directors or by a qualifying floating charge-holder (as defined in
paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution
is passed or petition presented to any court for the winding up of the
Buyer or for the granting of an administration order in respect of the
Buyer, or any proceedings are commenced relating to the insolvency or
possible insolvency of the Buyer.
11.1 The Seller may assign the Contract or any part of it to any person, firm or
11.2 The Buyer shall not be entitled to assign the Contract or any part of it without
the prior written consent of the Seller.
12. Defective Goods
12.1 If on delivery any of the Goods are defective in any material respect and either
the Buyer lawfully refuses delivery of the defective Goods or, if they are signed
for on delivery "condition and contents unknown" the Buyer gives written
notice of such defect to the Seller within three business days of such delivery,
the Seller shall at its option:-
12.1.1 replace the defective Goods; or
12.1.2 refund to the Buyer the price for the goods which are defective;
but the Seller shall have no further liability to the Buyer in respect thereof and
the Buyer may not reject the Goods if delivery is not refused or notice give by
the Buyer as aforesaid.
12.2 No Goods may be returned to the Seller without the prior agreement in writing
of the Seller. Subject thereto any Goods returned which the Seller is satisfied
were supplied subject to defects of quality or condition which would not be
apparent on inspection shall either be replaced free of charge or, at the
Seller's sole discretion the Seller shall refund or credit to the Buyer the price of
such defective Goods but the Seller shall have no further liability to the Buyer.
12.3 If the Buyer purchases any Goods within six months of the launch of such
goods the Buyer shall have the right to return the Goods or any part of such
order within 6 months of delivery, provided always that the Buyer exercising
such right shall:-
12.3.1 return such goods at his risk and cost; and
12.3.2 indemnify the Seller against any cost incurred by the Seller in rectifying
any deterioration of the Goods caused by incorrect storage or use
while in the Buyer's hands.
12.4 The Seller shall be under no liability in respect of any defect arising from fair
wear and tear, or any wilful damage, negligence, subjection to normal
conditions, failure to follow the Seller's instructions (whether oral or in writing),
misuse or alteration of the Goods without the Seller's approval, or any other
act or omission on the part of the Buyer, its employees or agents or any third
12.5 Subject as expressly provided in these Conditions, and except where the
Goods are sold under a consumer sale, all warranties, conditions or other
terms implied by statute or common law are excluded to the fullest extent
permitted by law.
12.6 Where the Goods are sold under a consumer sale the statutory rights of the
Buyer are not affected by these Conditions.
12.7 Except in respect of death or personal injury caused by the Seller's
negligence, or as expressly provided in these Conditions, the Seller shall not
be liable to the Buyer by reason of any representation, or any implied
warranty, condition or other term, or any duty at common law or under statute,
or under the express terms of the Contract, for any direct or consequential
loss or damage sustained by the Buyer (including without limitation loss of
profit or indirect or special loss), costs, expenses or other claims for
consequential compensation whatsoever (and whether caused by the
negligence of the Seller, its servants or agents or otherwise) which arise out of
or in connection with the supply of the Goods or their use or resale by the
12.8 The Buyer shall be responsible to ensure that, except to the extent that
instructions as to the use or sale of the Goods are contained in the packaging
or labelling of the Goods, any use or sale of the Goods by the Buyer is in
compliance with all applicable statutory handling and sale of the Goods by the
Buyer is carried out in accordance with directions given by the Seller or any
competent governmental or regulatory authority and the Buyer will indemnify
the Seller against any liability loss or damage which the Seller might suffer as
a result of the Buyer's failure to comply with this condition.
13. Buyer's Default
13.1 If the Buyer fails to make any payment on the due date then, without prejudice
to any other right or remedy available to the Seller, the Seller shall be entitled
13.1.1 cancel the order or suspend any further deliveries to the Buyer;
13.1.2 appropriate any payment made by the Buyer to such of the Goods (or
the goods supplied under any other contract between the Buyer and
the Seller) as the Seller may think fit (notwithstanding any purported
appropriation by the Buyer); and
13.1.3 charge the Buyer interest (both before and after any judgement) on the
amount unpaid, at the rate of two per cent per annum above National
Westminster Bank plc base rate from time to time, until payment in full
is made (a part of a month being treated as a full month for the
purpose of calculating interest).
13.2 This condition applies if:-
13.2.1 the Buyer fails to perform or observe any of its obligations hereunder or
is otherwise in breach of the Contract; or
13.2.2 the Buyer becomes subject to an administration order or makes any
voluntary arrangement with its creditors (within the meaning of the
Insolvency Act 1986) or (being an individual or firm) becomes bankrupt
or (being a company) goes into liquidation; or
13.2.3 an encumbrancer takes possession, or a receiver is appointed, of any
of the property or assets of the Buyer; or
13.2.4 the Buyer ceases, or threatens to cease, to carry on business; or
13.2.5 the Seller reasonably apprehends that any of the events mentioned
above is about to occur in relation to the Buyer and notifies the Buyer
13.3 If Condition 13.2 applies then, without prejudice to any other right or remedy
available to the Seller, the Seller shall be entitled to cancel the Contract or
suspend any further deliveries under the Contract without any liability to the
Buyer, and if the Goods have been delivered but not paid for the price shall
become immediately due and payable notwithstanding any previous
agreement or arrangement to the contrary.
14. Limitation of Liability
14.1 Subject to condition 7, condition 8 and condition 13, the following provisions
set out the entire financial liability of the Seller (including any liability for the
acts or omissions of its employees, agents and sub-contractors) to the Buyer
in respect of:
14.1.1 any breach of these conditions;
14.1.2 any use made (including but not limited to modifications) or resale by
the Buyer of any of the Goods, or of any product incorporating any of
the Goods; and
14.1.3 any representation, statement or tortious act or omission including
negligence arising under or in connection with the Contract.
14.2 All warranties, conditions and other terms implied by statute or common law
(save for the conditions implied by section 12 of the Sale of Goods Act 1979)
are, to the fullest extent permitted by law, excluded from the Contract.
14.3 Nothing in these conditions excludes or limits the liability of the Seller:
14.3.1 for death or personal injury caused by the Seller's negligence; or
14.3.2 for any matter which it would be illegal for the Seller to exclude or
attempt to exclude its liability; or
14.3.3 for fraud or fraudulent misrepresentation.
14.4 Subject to condition 14.2 and condition 14.3:
14.4.1 the Seller's total liability in contract, tort (including negligence or breach
of statutory duty), misrepresentation, restitution or otherwise, arising in
connection with the performance or contemplated performance of the
Contract shall be limited to the Contract price; and
14.4.2 the Seller shall not be liable to the Buyer for any pure economic loss,
loss of profit, loss of business, depletion of goodwill or otherwise, in
each case whether direct, indirect or consequential, or any claims for
consequential compensation whatsoever (howsoever caused) which
arise out of or in connection with the Contract.
15. Confidentiality, Publications and Endorsements
15.1 The Buyer undertakes to the Seller that:-
15.1.1 the Buyer will regard as confidential the contract and all information
obtained by the Buyer relating to the business and/or products of the
Seller and will not use or disclose to any third party such information
without the Seller's prior written consent provided that this undertaking
shall not apply to information which is in the public domain other than
by reason of the Buyer's default;
15.1.2 the Buyer will not use or authorise or permit any other person to use
any name, trademark, house mark, emblem or symbol which the Seller
is licensed to use or which is owned by the Seller upon any premises
note paper visiting cards advertisement or other printed matter or in
any other manner whatsoever unless such use shall have been
previously authorised in writing by the Seller and (where appropriate)
15.1.3 the Buyer will use all reasonable endeavours to ensure compliance
with this Condition by its employees, servants and agents.
15.2 This Condition shall survive the termination of the Contract.
16.1 All communications between the parties about the Contract shall be in writing
and delivered by hand or sent by pre-paid first class post or sent by fax or sent
by electronic mail:
16.1.1 (in the case of communications to the Seller) to its registered office or
such changed address as shall be notified to the Buyer by the Seller;
16.1.2 (in the case of the communications to the Buyer) to the registered
office of the addressee (if it is a company) or (in any other case) to any
address of the Buyer set out in any document which forms part of the
Contract or such other address as shall be notified to the Seller by the
16.2 Communications shall be deemed to have been received:
16.2.1 if sent by pre-paid first class post, two Business Days after posting
(exclusive of the day of posting); or
16.2.2 if delivered by hand, on the day of delivery; or
16.2.3 if sent by fax or electronic mail on a Business Day prior to 4.00 pm, at
the time of transmission and otherwise on the next Business Day.
16.3 Communications addressed to the Seller shall be marked for the attention of
the Sales Manager.
17. Force Majeure
17.1 In the event that either party is prevented from fulfilling its obligations under
this Agreement by reason of any supervening event beyond its control
including but not limited to war, national emergency, flood, earthquake, strike
or lockout (subject to Sub-clause 17.2) the party shall not be deemed to be in
breach of its obligations under this Agreement. The party shall immediately
give notice of this to the other party and must take all reasonable steps to
resume performance of its obligations.
17.2 Sub-clause 17.1 shall not apply with respect to strikes and lockouts where
such action has been induced by the party so incapacitated.
17.3 Each party shall be liable to pay to the other damages for any breach of this
Agreement and all expenses and costs incurred by that party in enforcing its
rights under this Agreement.
17.4 If and when the period of such incapacity exceeds 6 months then this
Agreement shall automatically terminate unless the parties first agree
otherwise in writing.
No waiver by the Seller of any breach of the Contract by the Buyer shall be
considered as a waiver of any subsequent breach of the same or any other provision.
If any provision of these Conditions is held by any competent authority to be invalid or
unenforceable in whole or in part the validity of the other provisions of these
Conditions and the remainder of the provision in question shall not be affected
20. Third Party Rights
A person who is not a party to the Contract shall have no rights under the Contract
pursuant to the Contracts (Rights of Third Parties) Act 1999.
21. Governing Law and Jurisdiction
The Contract shall be governed by the laws of England and the parties agree to
submit to the exclusive jurisdiction of the English courts.