Terms of Business and Conditions of Sale of Online Models Limited
- Business Customers and Consumers
1.1 some of these terms apply to consumers only; some apply to business customers only. Those terms are Marked as such.
1.2 all other terms apply to all customers
1.3 you are classified as a business customer if you indicate to us that the goods supplied by us will be used in the course of your business or if you use the goods in the course of your business.
1.4 if you are not a business customer, you are a consumer. Nothing in these terms affects your statutory rights as a customer
2.1 the price quoted excludes VAT (unless otherwise stated). VAT will be charged at the rate applying at the time of delivery unless you are notified otherwise.
2.2 our quotations lapse after 30 days (unless otherwise agreed).
2.3 the price quoted excludes delivery (unless otherwise stated).
2.4 Business Customers: unless otherwise stated, the price quoted to business customers is an illustrative estimate only and the price charged will be our price current at the time of delivery.
2.5 Business Customers: rates of tax and duties on the goods will be those applying at the time of delivery.
2.6 Business Customers: at any time before delivery we may adjust the price to reflect any increase in our costs of supplying the goods.
3.1 All delivery times quoted are estimates only.
3.2 if we fail to deliver within a reasonable time, you may (by informing us in writing) cancel the contract, however:
3.2.1 you may not cancel if we receive your notice after the goods have been despatched; and
If you cancel the contract, you can have no further claim against us.
3.3 if you accept delivery of the goods after the estimated delivery time, it will be on the basis that you have no claim against us for the delay (including indirect or consequential loss, or increase in the price of goods)
3.4 we may deliver the goods in instalments. If so each instalment is treated as a separate contract.
Delivery and Safety
- 4.1 we may decline to deliver if:
- 4.1.1 we believe that it would be unsafe, unlawful or unreasonably difficult to do so; or
- 4.1.2 the premises (or access to them) are unsuitable for our vehicle
- 4.2 Business Customers: if necessary you are to provide free of charge any labour that may be required for unloading and stacking
- 4.3 Business Customers: if delivery is to be made other than to your private premises then you agree to be responsible for all necessary compliance with any regulations affecting that delivery and for all steps necessary for the protection of persons or property.
- Payment Terms
- 5.1 you are to pay us cash or in other cleared funds on delivery unless you have an approved credit account.
- 5.2 Business Customers: if you have an approved credit account, payment id due no later than the end of the month following the month of delivery (unless otherwise agreed in writing)
- 5.3 if you fail to pay us in full on the due date:
- 5.3.1 we may suspend or cancel further deliveries;
- 5.3.2 we may cancel any discount offered to you;
- 5.3.3 you pay us interest at the rate set for the purpose of section 6 of the late payment of commercial debts (interest) act 1998 (as amended):
- a) Calculated (on a daily basis) from the date of our invoice until payment;
- b) Compounded on the first day of each calendar month; and
- c) Before and after any judgement
- 5.4 if you have an approved business credit account we may withdraw it or reduce your credit limit or bring forward your due date for payment.
- 5.5 we may take any of these actions in 5.4 at any time and without notice.
- 5.6 we do not have the right to set off any money you may claim from us against anything you may owe us.
- 5.7 while you owe money to us we have a right to keep any property we may hold of yours until you have paid us in full (a lien)
- 5.8 you are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or indirectly and including legal costs) following any breach by you of any of your obligations under these terms.
- 5.9 time of payment is a very important term of the contract between us.
- 6.1 Consumers: section 18 sale of goods act 1979 applies
6.2 Business Customers: until you pay all debts you may owe us:
6.2.1 all goods supplied by us remain our property;
6.2.2 you must store them so that they are clearly identifiable as our property;
6.2.3 you must insure them (against the risks for which a prudent owner would insure them) and hold the policy on trust for us;
6.2.4 you may use those goods and sell them in the ordinary course of your business, but not if:
a) We revoke that right (by informing you in writing); or
b) You become insolvent
6.3 Business Customers: you must inform us in writing immediately if you become insolvent.
6.4 Business Customers: if your right to use and sell the goods ends you must allow us to remove the goods.
6.5 Business Customers: we have your permission to enter any premises where the goods may be stored;
6.5.1 at any time, to inspect them; and
6.5.2 after your right to use and sell them has ended, to remove them, using force if necessary.
6.6 despite our retention of title to the goods, we have the right to take legal proceedings to recover the price of goods supplied should you not pay us by the due date.
6.7 you are not our agent. You have no authority to make any contract on our behalf or in our name.
7.1 the goods are at your risk from the time of delivery.
7.2 delivery takes place either:
7.2.1 at our premises (if you are collecting them or arranging carrage); or
7.2.2 at your premises (if we are arranging carrage)
7.3 you must inspect the goods on delivery and before incorporating them in to any structure or fitting. If any goods are damaged or not delivered you must write to tell us within 10 working days of delivery (or the expected delivery date). You must give us and any carrier a fair chance to inspect the damaged goods.
8.1 we warrant that the goods:
8.1.1 comply with their description on our acknowledgement of order form; and
8.1.2 are free from material defect at the time of delivery as long as you comply with clause 7.3
8.2 Business Customers: we give no other warranty (and exclude any warranty, term or condition that would otherwise be implied) as to the quality of the goods or their fitness for any purpose.
8.3 Consumers: your statutory rights are unaffected.
8.4 if you believe that we have delivered goods (other than damaged goods) which are defective in material or workmanship, you must;
8.4.1 inform us in writing with full details as soon as possible; and
8.4.2 allow us to investigate (we may need access to your premises and product samples)
8.5 if the goods are found to be defective in material or workmanship following our investigations and you have complied with these conditions in clause 8.4 in full we will (at our option) replace the goods or refund the price.
8.6 we are not liable for loss or damage (including indirect or consequential loss, financial loss, loss of profits or loss of use) arising from the contract or the supply of goods or their use, even if we are negligent.
8.7 in any event our total liability to you (even if arising from two or more claims) is limited in damages to the price of the goods.
8.8 nothing in these terms restricts or limits our liability for death or personal injury resulting from negligence.
9.1 if we are to prepare the goods in accordance with your specifications or instructions you must ensure that the specifications or instructions are accurate. You must ensure that the goods prepared in accordance with these specifications or instructions will be fit for the purpose for which you intend to use them.
9.2 we reserve the right to make any changes in the specifications of our goods which is necessary to ensure they conform with any applicable safety or other statutory requirements.
9.3 Business Customers Only: we also reserve the right to make without notice any minor modifications in our specifications, designs or materials as we think necessary.
- Return of Goods
10.1 we will accept the return of goods from you only:
10.1.1 by prior arrangement confirmed in writing
10.1.2 on payment of an agreed handling charge unless the goods were defective when delivered; and
10.1.3 where the goods are as fit for sale on their return as they were on delivery
- Export Terms
11.1 where the goods supplied by us to you by way of export from the United Kingdom then the
incoterms of the international chamber of commerce which are in force at the time of sale when the contract is made shall apply.
11.2 if there is a conflict between the incoterms and the terms in these terms of business then these terms shall prevail.
11.3 clause 11 of these terms shall apply to exports (except where otherwise agreed in writing between us) notwithstanding any other provisions of these terms.
11.4 you are responsible for complying with any legislation or regulations governing the importation of the goods in to the country of destination and for the payment of any duties due.
11.5 unless otherwise agreed between us the goods shall be delivered c.i.f or f.o.b the air or seaport of shipment and we shall be under no obligation to give notice under section 32 (3) of the sale of goods act 1979.
11.6 you have the right at your expense and by arrangement with us to inspect the goods at our premises or at the point of shipment before shipment except where otherwise agreed. If you do not exercise that right then the fact the goods passed our quality inspection will be conclusive proof that they were of the warranted quality. We are not liable for any defect in the goods which would be apparent on your inspection unless a claim is made before shipment. We are not liable for any damage during transit.
11.7 payment of all amounts due to us shall be made as stipulated by us unless otherwise agreed in writing.
11.8 we shall have no liability for death or personal injury arising from the use of the goods where the goods are to be delivered in the territory of another state within the meaning of section 26 (3) (b) unfair contract terms act 1977.
12.1 in the event the order is cancelled for any reason you will pay us for all stock (wether finished or unfinished) which we may then hold (or to which we are committed) for the order.
12.2 we may suspend or cancel the order by written noticeif:
12.2.1 you fail to pay us for any money when due (under the order or otherwise);
12.2.2 you become insolvent;
12.2.3 you fail to honour your obligations under these terms
Business Customers: you may not cancel the order unless we agree in writing (and clause 12.1 then applies).
- Waiver and Variations
13.1 any waiver or variation of these terms is not binding unless:
13.1.1 made in writing;
13.1.2 signed on behalf of each party; and
13.1.3 expressly stating an intention to vary these terms
13.2 all orders that you place with us will be on these terms (or any that we may issue to replace them). By placing an order with us, you are expressly waiving any printed terms you may have to the extent that they are inconsistent with our terms.
- Force Majeure – Business Customers Only
14.1 in the event that we are unable to perform our obligations to you (or able to perform them only at reasonable cost) because of circumstances beyond our control we may then cancel or suspend any of our obligations to you without liability.
14.2 examples of these circumstances include act of god, accident, explosion, fire, transportation delays, strikes and other industrial disputes and difficulty in obtaining supplies.
15.1 English law will apply to these terms of business and it is agreed that the English courts have non-exclusive jurisdiction.
15.2 if you are more than one person, each of you has joint and several obligations under these terms.
15.3 if any of these terms are unenforceable then;
15.3.1 it will not affect the enforceability of any other of these terms; and
15.3.2 if it would be enforceable if amended it will be treated as so amended
15.4 we may treat you as insolvent if:
15.4.1 you are unable to pay your debts as they fall due; or
15.4.2 you become the subject:
a) Of any formal insolvency procedure (including but not limited to receivership, liquidation, administration, voluntary arrangement, or bankruptcy);
b) Any application or proposal for any informal insolvency procedure; or
c) Any application, procedure or proposal overseas with similar effect or purpose.
15.5 Business Customers: all brochures, catalogues and other promotional material are to be treated as illustrative only. Their contents form no part of any contract between us and you should not rely on them in entering in to a contract with us.
15.6 Business Customers Only: any notice by either of us which is to be served under these terms may be served by leaving it at or by delivering it to the others registered office or principal place of business whether dispatched by first class post, facsimile or email. All such notices must be signed.
15.7 no contract will create any right enforceable by any person or entity not identified as the buyer or seller.