Terms and conditions for sale of goods
1. Definitions
Seller means AFFINITY MERCHANDISE LTD ofc/o My Work Spot, Clyde House, Reform Road, Maidenhead, Berkshire, SL6 8BY
Buyer the person who buys or agrees to buy the goods from the Seller.
Conditions the terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Seller.
Goods the items which the Buyer agrees to buy from the Seller as set out in the Schedule.
Price the price for the Goods, excluding VAT and any carriage, packaging and insurance costs.
Force Majeure Event has the meaning set out in clause 11.
2. Conditions
2.1 These Conditions shall form the basis of the contract between the Seller and the Buyer in relation to the sale of Goods, to the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods from the Seller pursuant to these Conditions.
2.3 Acceptance of delivery of the Goods shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions.
2.4 These Conditions may not be varied except by the written agreement of [a director of] the Seller.
2.5 These Conditions represent the whole of the agreement between the Seller and the Buyer. They supersede any other conditions previously issued.
3. Price
The Price shall be stated on Seller’s final confirmed quotation
4. Payment and Interest
4.1 Payment of the Price and VAT shall be due within [30] days of the date of the Seller’s invoice.
4.2 Interest on overdue invoices shall accrue from the date when payment becomes due calculated on a daily basis until the date of payment at the rate of [5%] per annum above the Bank of England base rate from time to time in force. Such interest shall accrue after as well as before any judgment.
4.3 The Buyer shall pay all accounts in full and not exercise any rights of set-off or counter-claim against invoices submitted by the Seller.
5. Goods
5.1 The Goods are described in the Schedule.
5.2 The Seller reserves the right to amend or change the specification of the Goods if required by any applicable statutory or regulatory requirements.
6. Warranties
6.1 Within the manufacturer warranty agreement, the Seller warrants that the products:
6.1.1 conform with their description;
6.1.2 be of satisfactory quality with the meaning of the Sale of Goods Act 1979; and
6.1.3 be fit for any purpose held out by the Seller.
7. Delivery of the Goods
7.1 Delivery of the Goods shall be made to the Buyer’s address. The Buyer shall make all arrangements necessary to take delivery of the Goods on the day notified by the Seller for delivery.
7.2 The Seller undertakes to use its reasonable endeavours to despatch the Goods on an agreed delivery date, but does not guarantee to do so. Time of delivery will be confirmed following the placement of a purchase order but agreed in principal prior.
7.3 The Seller shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods. If short delivery does take place, the Buyer may not reject the Goods but shall accept the Goods delivered as part performance of the contract, and a pro-rata adjustment to the Price shall be made.
7.4 If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for despatch, the Seller shall be entitled to store and insure the Goods and to charge the Buyer the reasonable costs of so doing.
8. Acceptance of the Goods
8.1 The Buyer shall be deemed to have accepted the Goods within five working days of receiving delivery to the Buyer, or on receipt of a Proof of Delivery (POD)
8.2 The Buyer shall carry out a thorough inspection of the Goods within five working days and give notice in writing to the seller after discovering that some or all of the goods do not comply with the Warranty above, the Buyer must return the Goods to the Seller at the Buyer’s cost and the Seller shall, at its option, repair or replace any Goods that are defective, or refund the price of such defective Goods.
8.3 Where the Buyer has accepted, or has been deemed to have accepted, the Goods the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
9. Title and risk
9.1 Risk shall pass on delivery of the Goods to the Buyer’s address.
10. Carriage of Goods
Carriage will be chargeable on all sales and confirmed at the quotation stage. Should the Buyer requirement change, and there is deemed sufficient time to amend the delivery schedule, costs will be agreed between Seller and Buyer.
11. Force Majeure
11.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Seller including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Seller or any other party), failure of a utility service or transport network, act of God, war, terrorism, riot, civil commotion, interference by civil of military authorities, national or international calamity, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, earthquake, epidemic or similar events, or default of suppliers or subcontractors.
11.2 The Seller shall not be liable to the Buyer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
12. Limitation of Liability
12.1 Nothing in these Conditions shall limit or exclude the Seller’s liability for:
12.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
12.1.2 fraud or fraudulent misrepresentation;
12.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
12.1.4 defective products under the Consumer Protection Act 1987.
12.2 Subject to clause 12.1:
12.2.1 the Seller shall under no circumstances whatever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
12.2.2 the Seller’s total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £(amount).
12.3 After the Warranty Period, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
12.4 This clause 12 shall survive termination of the Contract.
13. General
13.1 Notices.
13.1.1 Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, [or e-mail].
13.1.2 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action
13.2 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
13.3 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
13.4 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
13.5 This Contract contains the entire agreement and understanding of the parties relating to the subject matter of this Contract and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral.
13.6 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by the Seller.
13.7 Governing law. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
13.8 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
GDPR Update
Under GDPR, all personal data obtained and held by Affinity Merchandise will be processed to a set of core key principles. In accordance with the with these principles, we will ensure that*:
- processing will be fair, transparent and lawful
- data be collected for specific, explicit and legitimate purposes
- data collected will be adequate, relevant and limited to what is necessary for the purposes of processing
- Data will be kept accurate and up to date.
- Data found to be inaccurate or out of date will be rectified or erased immediately
- Data is not kept for longer than its intended purpose
- Data will be processed in a manner that ensures appropriate security protection against unauthorised or unlawful processing, accidental loss, destruction or damage by using appropriate technical or organisation measures
Order Processing
Order process system is managed through a cloud-based platform which is fully GDPR compliant
Order Processing Management
The company data held on this software is as follows
- Primary Contact Name and E-Mail
- Financial Payment Contact and E-Mail if known
- Primary Telephone Number – Landline and/or mobile
Company Address - All the above data is required to initially set up accounts and to fulfil orders on-going. No private or personal information is kept; only information relating to the product or service provided and any associated costs. Should any client wish to have this erased, we can do so at their written request. We keep records for the regulatory 7 years.
Third Party
Where we engage with third parties, we will ensure that the third party takes measures in order to maintain the company’s commitment to protecting data. The same principals apply*
Trade Manufacturers
Details provided to trade manufacturers are B2B customer address, and phone number for delivery of goods. No banking / finance information is provided. The same principals apply*
Affinity Merchandise Website Privacy Policy
Currently Affinity Merchandise do not actively track any data from their website. There is no request for ID via log in or submission forms.
Should this change, the policy will be updated accordingly.