TERMS AND CONDITIONS OF SUPPLY
In these Conditions:
- “TAG” means TAG Company (UK) Limited, a company registered in England with company number 4711936, whose registered office is at Duval House, High Street, Harmondsworth, West Drayton, Middlesex, UB7 0BT.
- “Purchaser” means the company identified on the relevant Order.
- “Goods” means the articles selected or ordered from TAG by the Purchaser.
- “Order” means the Purchase Order in respect of Goods ordered by the Purchaser.
- “Price” means the most current price or price specifically quoted by TAG the Goods.
- “Ordering and Delivery Terms” means the enclosed Ordering and Delivery terms issued to the Purchaser by TAG.
- Terms of Contract
- These Terms and Conditions together with the Order and the Ordering and Delivery Terms (together the “Agreement”) shall form the contract between TAG and the Purchaser for the supply of Goods. No addition to or variation of or exclusion or attempted exclusion of these terms and conditions of the Agreement shall be binding upon TAG unless authorised in writing in advance by TAG.
- There is no binding contract formed between TAG and the Purchaser until the Order has been confirmed as accepted by TAG.
- TAG is not obliged to accept any Order and may choose not to do so.
- Price, Payment and Interest
- The price of the Goods shall be as stated on TAG’s formal quotation.
- Invoices are due for payment on or before the date specified on the invoice or as otherwise agreed in writing between the parties. All invoices must be paid in full by the due date and any valid claims made by the Purchaser shall be subsequently settled by TAG. For the avoidance of doubt, TAG’s standard payment terms are 30 days net from date of invoice. Unless otherwise stated in writing by TAG, these terms shall be applied for all invoices.
- Application for credit accounts shall be made formally by the Purchaser using the correct forms, and such credit accounts shall be the subject of credit checks and/or previous payment histories.
- If any invoice is not paid in full by its due date, TAG shall be entitled to terminate the Agreement, and/or charge the Purchaser interest (both before and after judgment) on the amount unpaid, at the rate of 4% per annum above the base rate of HSBC Bank PLC from time to time until payment in full is made. Such interest shall be compound and shall be computed on a monthly basis.
- If payment is delayed, TAG may suspend all credit facilities and may instruct debt collection advisors or institute legal action to recover all monies outstanding, and all costs of such recovery will be added to the amounts owed by the Purchaser.
- TAG reserves the right to review the Purchaser’s credit account at any time. Communication of any changes shall be communicated to the Purchaser in writing.
- Where delivery is to be made by instalments, each delivery shall be deemed for such purpose to be the subject of a separate contract and any failure whatsoever by the seller in respect of any one delivery shall not entitle the buyer to repudiate the contract or any instalments remaining to be delivered thereunder.
- Availability of Goods
- TAG shall take all reasonable steps to fulfil the Order but shall not be liable to despatch Goods if:
- the Goods ordered are out of stock or otherwise not available or advised lead-times have not been respected;
- the Goods ordered are not within the Purchaser’s agreed range of Goods by reference to the customer supply specification;
- TAG is prevented from despatching the Goods by circumstances beyond its reasonable control;
- the Purchaser has an unpaid account with TAG in excess of any agreed credit limit; or
- the quantity requested exceeds the level TAG can reasonably supply in the ordinary course of its business.
- Any claims for non-delivery must be made and a Claim Form submitted to TAG within five working days of the date of service of TAG’s invoice. Failure to comply with this requirement shall render the Purchaser liable for full payment of the invoice.
- If adequate delivery of the Goods is established after a Claim Form has been submitted, TAG may make an administration charge.
- Quality of Goods and Returns
- TAG shall ensure that the Goods supplied are of satisfactory quality, are fit for their normal purpose and comply with all relevant statutory requirements.
- Any claims for damaged Goods or otherwise incorrect deliveries must be made by the Customer in writing and a Claim Form submitted to TAG within five working days of the date of delivery. TAG shall only be obliged to consider properly submitted and reasonable claims in excess of £20.00.
- TAG does not accept liability in respect of any Goods which are damaged or otherwise rendered defective by their improper use or storage after delivery to the Purchaser.
- TAG reserves the right to refuse credit for any Goods which are returned by the Purchaser as being faulty or damaged if the Goods in TAG’s sole and reasonable opinion were in good condition when originally despatched from TAG’s premises or have been improperly returned.
- Insurance and Title
- The Goods shall remain the property of TAG until TAG has received in cash or cleared funds payment in full for the Goods and further that all other sums due and owing to TAG by the Purchaser have been discharged.
- The risk and obligation to insure the Goods shall pass to the Purchaser on delivery. Where the Goods are delivered to the Purchaser’s agent, the risk and the obligation to insure shall pass to the Purchaser at the time of delivery to its agent.
- Where the risk passes to the Purchaser before the Goods have been paid for in full, the Purchaser shall take all reasonable care of the Goods and shall insure the Goods for the benefit of TAG against all insurable risks for a sum equivalent to the price due to TAG.
- Exclusion of Liability
- TAG will not be liable to the Purchaser for loss of revenue, loss of actual or anticipated profits (including, without limitation, loss of profits); loss of business; loss of product; loss of or damage to reputation; or any indirect or consequential loss or damages however caused (including, for the avoidance of doubt, where such loss or damage is of the type specified above in this Clause 7a) which arise directly or indirectly from the subject matter of this Agreement.
- Subject to Clause 7c, the maximum liability of TAG under or in connection with this Agreement in relation to any single event or series of connected events will not exceed £250,000.
- Nothing in this Agreement will operate to limit or exclude TAG’s liability for death or personal injury resulting from TAG’s negligence.
- Without prejudice to any rights or remedies to which TAG may be entitled, TAG may terminate this Agreement immediately and without liability if:
The Purchaser makes any arrangement or composition with its creditors or commits an act of bankruptcy or if a receiving order is made against it or an order is made or a resolution is passed for the winding-up of the Purchaser (other than solely for the purpose of amalgamation or reconstruction previously approved in writing by TAG) or has a receiver appointed of the whole or any part of its assets or undertaking or circumstances arise which entitle the Court or a creditor to appoint a receiver or manager or which entitles the Court to make a winding-up order or if the Purchaser takes or suffers any similar action in consequence of debt; or
the Purchaser commits any breach of this Agreement or is in breach of any other contract it has with TAG.
- In the event that this Agreement is terminated:
- TAG shall not be obliged to fulfil any Order which has been submitted;
- The Purchaser shall permit TAG or its authorised representatives to enter the Purchaser’s premises and to remove all Goods which remain the property of TAG.
- All invoices shall be settled as per TAG’s agreed payment terms above.
- Except with TAG’s prior written consent no information relating to this Agreement shall be divulged by the Purchaser or its employees or agents to any third party save as may be necessary to meet the requirements of the Order.
- TAG reserves the right to assign the benefit of this Agreement to its appointed nominee and shall ensure that the terms and conditions of this Agreement shall continue to apply. The Purchaser may not assign this Agreement or its obligations in respect of the same unless specifically authorised in advance in writing by a director of TAG.
- TAG reserves the right to suspend or cancel delivery of any Order or part thereof for any reason beyond the reasonable control of TAG and TAG shall not be liable for any direct or indirect damage or loss thereby caused to the Purchaser.
- TAG’s delay or failure to exercise or enforce any rights conferred by this Agreement shall not be deemed to be a waiver of any such right nor operate so as to prevent the exercise or enforcement thereof at any time or times thereafter.
- In the event that any one or more clauses of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining clauses shall not in any way be affected.
- The construction, validity and performance of this Agreement and the Order shall be governed and interpreted in accordance with the laws of England and the parties agree to submit to the non-exclusive jurisdiction of the English Courts.
- The parties to this Agreement do not intend that any term of this Agreement shall be enforceable by any person who is not a party to it, by virtue of the Contracts (Right of Third Parties) Act 1999.
- Where the Goods are supplied for export from the United Kingdom, the Purchaser shall be responsible for complying with any legislation or regulations governing the importation and use of the Goods into the country of destination and for the payment of any duties on them.
ORDERING AND DELIVERY TERMS
- All orders should be placed in multiples of box quantities.
- A signed official Company Purchase Order should be submitted to the TAG Company (UK) Ltd detailing:
TAG Company will provide an Order Confirmation to the customer confirming all order and delivery details.
An invoice will be sent to the customer post delivery/ installation of the goods – payment should be as per the agreed credit terms.
- Purchase Order Number
- Total quantity (N.B: this should be multiples of box quantities)
- Delivery address (See delivery instructions for details)
- Product code
- Delivery date (N.B: See delivery instructions for lead times)
- Contact details – for deliveries/ queries regarding the order
- A full delivery address and relevant contact details should accompany all purchase orders. TAG Company can arrange multiple drop deliveries (dependent upon the extent and frequency of deliveries) these should be discussed with the TAG Company. Delivery charges apply.
- Standard delivery within the UK is normally within 48 hours of despatch of the goods. Delivery to addresses outside the UK will be advised on an individual basis and will incur additional charges.
- Please state clearly if there are any special delivery requirements (e.g.: If the delivery has to be booked in etc…)
- TAG Company’s standard lead-time from receipt of Purchase Order to despatch of goods is 4 weeks for all products included in the current portfolio. An additional lead-time may be applicable for any customised or new products. In order for TAG Company to serve our customers better and to reduce lead times we recommend:
- Working with your TAG Company account Manager to build a customised forecast of your tagging requirements - thereby Tag Company can ensure that stocks are available at a reduced lead-time.
- Some customers also choose to place a buffer purchase order with TAG Company (thereby having dedicated levels of stock for immediate dispatch), calling off and being invoiced for their requirements as and when the stock is required.