Page 820 - KC_Cook&DineCatalogue_2021

TERMS & CONDITIONS
1. Interpretation
1.1 Definitions:
Business Day: a day other than a Saturday, Sunday, bank holiday or public
holiday in England.
Conditions: the terms and conditions set out in this document as amended from time to time.
Contract: the contract between the Company and the Customer for the sale and purchase of the Goods in accordance with these Conditions. the person or firm who purchases the Goods from the Company.
Delivery Location: has the meaning given in clause 5.4. Force Majeure Event: an event, circumstance or cause beyond a party’s reasonable control, including government action, epidemic or pandemic.
Goods: the Goods (or any part of them) set out in the Order.
Order: the Customer’s order for the Goods.
Company: Lifetime Brands Europe Limited (registered in England and Wales with company number 03411690).
1.2 Interpretation:
a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). b) A reference to a party includes its successors and permitted assigns. c) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision. d) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. e) A reference to writing or written includes email.
2. Orders
2.1 TheseConditionsapplytotheContracttotheexclusionofanyothertermsthatthe Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance withtheseConditions.
2.3 The placing of an order does not place the Company under any legal obligations to supply and all Goods are offered subject to availability. The Order shall only be deemed to be accepted when the Company issues a written acceptance of the Order, at which point the Contract shall come into existence. Orders can only be accepted by the Company personally and the Company’s agents have no authority whatsoever to accept orders or bind the Company in any way whatsoever.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2. Goods
2.1 TheGoodsaredescribedintheCompany’scatalogue.
2.2 The Company reserves the right to amend the specification of the Goods if required by
any applicable statutory or regulatory requirements.
3. Price
3.1 ThepriceoftheGoodsshallbethepricesetoutintheCompany’squotation,or,ifno price is quoted, the price set out in the Company’s published price list in force as at the date of delivery.
3.2 All prices quoted are nett and not subject to any discount, are exclusive of VAT and are subject to change without notice.
3.3 Suggested retail prices where shown on the Company’s invoices are shown only asaguide.
3.4 The price of the Goods:
a) excludes amounts in respect of value-added tax (or equivalent sales tax which may
replace value-added tax) (VAT), which the Customer shall additionally be liable to pay to
the Company at the prevailing rate, subject to the receipt of a valid VAT invoice; and
b) excludes the costs and charges of packaging, insurance and transport of the Goods,
which shall be invoiced to the Customer.
3.5 The Customer shall be responsible for all customs or other duties, tariffs, or other taxes
on the Goods.
4. Settlement
4.1 TheCompanymayinvoicetheCustomerfortheGoodsonoratanytimeafterthe completion of delivery.
4.2 All accounts are strictly nett and not subject to settlement discount. All accounts for the UK and Eire must be settled within thirty days of the date of invoice. Without prejudice to its other rights and remedies, the Company reserves the right to charge the Customer default interest at statutory rate and recovery costs in accordance with the Late Payment of Commercial Debts (interest) Act 1998.
4.3 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
5. Carriage & Delivery
5.1 OrdersfortheUKmainlandwithaminimumvalueof£250(excludingVAT)willbe supplied carriage paid (£500 for opening orders). The Company reserves the right to refuse any order below £250 and a carriage and administration charge will be added to all orders accepted below this value.
5.2 Orders for the Channel Islands, Isle of Man, Scilly Isles, Scottish Islands, Northern Ireland and Eire with a minimum value of £500 will be supplied carriage paid. Orders for these areas will not be accepted below £500.
5.3 Orders for all other areas with a minimum value of £500 will be supplied on an ex
works basis. Orders for these areas will not be accepted below £500 and payment term details are available on request.
5.4 The Company shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Company notifies the Customer that the Goods are ready.
5.5 Delivery is completed when the Goods are made available for unloading at the Delivery Location.
5.6 Any time quoted by the Company for delivery of all or any of the Goods is an estimate only and time shall not be of the essence. The Company shall not be liable for any failure to meet such an estimate, nor any loss, of whatsoever nature, resulting directly or indirectly from such failure.
5.7 If the Company fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Company shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.7 If ten Business Days after the day on which the Company notified the Customer that the Goods were ready for delivery the Customer has not taken actual delivery of them, the Company may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods.
6. Risk & Title
6.1 Risk in the Goods shall pass to the Customer immediately on delivery to the Customer or into custody on the Customer’s behalf whichever is the sooner.
6.2 Notwithstanding delivery and the passing of risk, property in and title to the Goods shall remain in the Company until the Company has received payment of the full price of all Goods the subject of the Contract.
6.3 Until property in and title to the Goods passes to the Customer:
(i) the Customer shall keep all Goods properly stored, protected and insured and separate
from all or any goods whether belonging to the Company, the Customer or any third party; (ii)the Company shall be entitled at any time forthwith to revoke the Customer’s power to deal with the Goods; and it shall automatically cease if the Customer is (a) deemed to be unable to pay its debts; or (b) calls a meeting or presents or has granted a petition for bankruptcy or to wind up (save for a solvent reconstruction); or (c) to appoint an administration or has an administration receiver, receiver and manager,
or receiver appointed over any part of its business, undertaking, property or assets or (d) suffers anything analogous to these acts under the law where the Customer is established.
6.4 The Customer hereby grants the Company an irrevocable license to enter at any time premises owned or occupied by the Customer for the purposes of repossessing and removing any such Goods which remain the property of the Company. The Customer will indemnify the Company against liability in respect of damage caused to such premises in such repossession and removal being damage which it was not reasonable or practicable to avoid.
6.5 Notwithstanding the Company’s retention of legal title until payment as above, the Customer’s obligation to make payment in accordance with clause 4 shall remain in full force and effect.
6.6 Nothing herein shall entitle the Customer to return the Goods other than strict accordance with paragraph 6.
6.7 All fees or expenses incurred by the Company in collecting outstanding monies or reclaiming Goods will be payable by the Customer.
7. Warranty, Claims and Returns
7.1 TheCompanywarrantsthatondelivery,andforaperiodof30daysfromthedateof delivery, the Goods shall:
(a) conform in all material respects with their description;
(b) be free from material defects in design, material and workmanship; and
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
7.2 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.
7.3 Claims for non-delivery must be made within 7 Business Days of the date
of invoice.
7.4 Claims for damages, shortages or errors must be made to the Company in writing upon
receipt or within 3 Business Days from receipt of Goods.
7.5 No claims for non-delivery, damages, shortages or errors made outside the times stated
above will be accepted.
7.6 No Goods will be accepted for return without a written returns note issued by the
Company. Returns will not be accepted for any reason other than manufacturing defects, damages in transit to the Customer, or incorrect delivery without the prior written approval from a Director of the Company.
7.7 Carriage will not be paid by the Company on Goods returned unless first authorised in writing.
8. Limitation of Liability
The Customer’s attention is particularly drawn to this clause.
8.1 TheCompanyshallnotbeliabletotheCustomerincontracttort(includingwithout
limitation negligence) and/or breach of statutory duty for any loss or damage which the Customer may suffer by reason of any act, omission, neglect or default (including negligence) in the performance of the contract by the Company, its servants or agents, in a sum which is greater than the Contract price.
8.2 The Company shall not be liable to the Customer in contract tort (including without limitation negligence) and/or breach of statutory duty for any: (a) loss of profits (whether direct or indirect); (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of or damage to goodwill; or (e) indirect or consequential (including economic) loss of any kind which the Customer may suffer by reason of any act, omission, neglect or default (including negligence) in the performance of the contract by the Company, its servants or agents.
8.3 Nothing in this condition shall operate so as to exclude the Company’s liability in respect of (i) death or personal injury caused by the negligence of the Company, its servants or agents or (ii) liability for fraud or fraudulent misrepresentation; (iii) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or (iv) defective products under the Consumer Protection Act 1987.
9. General
9.1 The Company may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
9.2 The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Company.
9.3 Any oral agreements or variation to these Conditions shall not be binding on the Company unless they have been confirmed by the Company in writing.
9.4 Neither party shall have any liability for any failure to perform or for any delay in the performance (other than as to payment) of any obligations under the contract caused by any factor beyond its reasonable control.
9.5 No failure or delay on the part of the Company to exercise any of its rights under the contract shall operate as a waiver of nor shall any waiver by the Company of any breach by the Customer of any of its obligations under the contract affect the rights of the Company in the event of any further or continuing breach.
9.6 Each and every obligation contained in these conditions shall be treated as a separate obligation. If any provision or part-provision of the Contract 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 the Contract.
9.7 The Conditions shall not create or evidence, or be deemed to create or evidence, any agency or partnership between the Company on the one hand and the Customer or any third party on the other.
9.8 This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
9.9 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in
the Contract.
9.10 The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
9.10 The Contract shall be governed by English Law and the parties irrevocably submit to the exclusive jurisdiction of the English Courts.
Lifetime Brands Europe, KitchenCraft, La Cafetiere, MasterClass, Mikasa, Chef’n, Built, Taylor, Rabbit, Chicago Metallic, Creative Tops, BarCraft, Kitsch’n’fun, Le’Xpress, Smart Silicone, Jury, Colourworks, Let’s Make, Natural Elements, Home Made, Lovello, Living Nostalgia, Artesà, Misto, Food Huggers and Bagel Guillotine are registered trademarks or unregistered trading names or brands owned by Lifetime Brands Inc. Maxwell & Williams, London Pottery Co., Instant Pot, AnySharp and V&A are brands used under license and agreed distribution arrangements. All rights reserved.