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Terms and Conditions
STANDARD TERMS AND CONDITIONS OF SALE FOR GOODS SUPPLIED BY SUNDEALA LTD AND TEACHERBOARDS (DIV. OF SUNDEALA LTD) (“US” OR “WE”).
- INFORMATION ABOUT US AND HOW TO CONTACT US
1.1 Sundeala Limited is a company registered in England, with registered number 04299962 and having its registered office at Middle Mill, Cam, Dursley, Gloucestershire GL11 5LQ. Our registered VAT number is GB 790 788 571. Teacherboards is a division of Sundeala Limited.
1.2 You may contact us by contacting our customer service team by telephone on [01453 540900 (Sundeala)/01756 700501(Teacherboards)] or by emailing
1.3 If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.
1.4 "Writing" includes emails. When we use the words
"writing" or "written" in these terms, this includes emails.
- FORMATION OF CONTRACT
2.1 A quotation for the goods given by us shall not constitute an offer.
2.2 Any quotation shall only be valid for a period of two weeks from its date of issue.
2.3 All orders for goods, whether on your order form or otherwise, constitute an offer by you to buy the goods.
2.4 Our acceptance of your order will take place by means of acknowledgement on our official Order Acknowledgement form at which point the contract shall come into effect. You will not be entitled to make any changes to your order after it has been accepted by us - we will have the sole discretion on whether to accept any requested changes to your order (and under no circumstances will we agree any change where it is made less than two weeks before the expected date of delivery of the goods).
2.5 If we are unable to accept your order, we will inform you of this and will not charge you for the goods. This might be because the goods are out of stock, because we have identified an error in the price or description of the goods or because we are unable to meet a delivery deadline you have specified. 2.6 These terms and conditions exclude and shall prevail over any trade or customary practice or previous course of dealing between us and you, and over any alternative terms and conditions (whether appended to an order or otherwise) which you may seek to impose.
2.7 The images of the goods on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device's display of the colours accurately reflects the colour of the goods. Your goods may vary slightly from those images. Although we have made every effort to be as accurate as possible, all sizes, weights, capacities, dimensions and measurements indicated on our website are approximate. 2.8 The packaging of the goods may vary from that shown in images on our website.
2.9 We only sell to the UK. Our brochure and website are solely for the promotion of our goods in the UK. Unfortunately, we do not deliver to addresses outside the UK.
- OUR RIGHTS TO MAKE CHANGES
3.1 Minor changes to the goods. We may change the goods:
(a) to reflect changes in relevant laws and regulatory requirements; and
(b) to implement minor technical adjustments and improvements.
(c) We reserve the right to vary the manufacturing specification whilst continuing to maintain the current published performance standing of our goods.
3.2 More significant changes to the goods and these terms. We may make other changes to these terms or the goods, but if we do so we will notify you and you may then contact us to end the contract and receive a refund before the changes take effect.
- PROVIDING THE GOODS/DELIVERY
4.1 Delivery costs. The costs of delivery will be as set out in our current price list or else, as advised when placing your order. Delivery is to the ground floor entrance unless agreed otherwise.
4.2 Instalments. We may deliver the goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle you to cancel any other instalment.
4.3 When we will provide the goods. We will deliver the goods to you as soon as possible. Deliveries are only made Monday to Friday between 8am and 5pm and excludes public holidays.
4.4 Delivery or any other dates advised are approximate only, and the time of delivery is not of the essence. We will not be liable for any delay in the delivery that is caused by a Force Majeure Event or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the goods.
4.5 You shall provide us with all necessary access to the nominated point of delivery and shall be responsible for unloading and storage of the goods.
4.6 Inspection. You shall inspect the goods delivered and any shortages or damages in transit shall be noted on the carrier copy of the delivery note. You shall sign the delivery note and notify the carrier and us in writing of any shortages or damage within 9 days of delivery, in default of which you shall be deemed to have accepted the goods.
4.7 Sundeala will not be liable to the Customer for any delays in fulfilling an order.
4.8 Acceptance. You must take delivery of the order within four weeks of the agreed delivery date or within four weeks of the goods becoming available whichever is the later. Failure to do so will give us the right, irrespective of its other rights or remedies, to take action as follows, either:
(a) terminate the contract with immediate effect and dispose of the goods; or
(b) the goods will be invoiced to you at the end of the four week period and must be paid for in accordance with our standard terms of payment.
4.9 If you have still not accepted delivery of the Goods after three months we reserve the right to resell or otherwise dispose of part of all of the goods without further notice and (after deducting reasonable storage and selling costs) account to you for any excess over the price of the goods or charge you for any shortfall below the price of the goods
4.10 If you are not at the delivery address when the goods are delivered. If no one is available at the delivery address to take delivery, we will leave you a note informing you of how to rearrange delivery. We shall be entitled to charge reasonable costs for attempted redelivery.
4.11 If you do not re-arrange delivery. If, after a failed delivery to you, you do not re-arrange delivery we will contact you for further instructions and will charge you for storage costs and any further delivery costs.
4.12 When you become responsible for the goods. The goods will be your responsibility from the time we deliver the goods to the address you gave us.
4.13 When you own the goods. You own the goods once we have received payment in full (in cleared funds) and you have accepted delivery of the goods. Until we have received payment in full, we will hold the legal and beneficial title in the goods and you will hold the goods on trust for us, and in relation to the goods supplied:
(a) You will not sell, or purport to sell, the goods to any other person;
(b) the goods shall be kept separate from all other goods so that we can readily identify our property, and you will ensure that the goods are clearly marked as being our property. You will not remove, deface or obscure any identifying mark or packing on or relating to those goods;
(c) you will not (and will not permit any other person to) attach the goods to any building or land without our prior written consent; and
(d) you will maintain those goods in satisfactory condition and keep them insured on our behalf for their full price against all risks with an insurer that is reasonably acceptable to us.
4.14 If, before title to the goods passes to you, you
become subject to any of the events listed in Clause 11.1, then, without limiting any other right or remedy we may have, we may at any time require you to deliver up all
Goods in your possession and, if you fail to do so promptly, we may enter any of your premises (or the premises of any third party where the Goods are stored) in order to recover them.
4.15 You will permit us to access your premises at any
time from Monday to Friday between 8am and 5pm, on the giving of not less than 3 Business Days' notice, to verify that you are complying with the provisions of clause 4.13 in respect of any goods that have been delivered to you but which have not yet been paid for in full.
- CANCELLATION AND RETURN OF GOODS
5.1 Subject to clause 10, you may not cancel any order following its acceptance by us, other than with our written agreement.
5.2 Where we agree that an order may be cancelled, in respect of any goods to be returned to us, those goods must be returned to us at your expense and in the same condition as they were at the date of delivery.
5.3 If the order is cancelled you shall pay for all stock
(finished or unfinished) that we may hold (or to which it is committed) for the order.
- IF THERE IS A PROBLEM WITH THE GOODS
6.1 Subject to clause 4.6, you may reject any of the goods which do not conform to the contract in a material way provided that notice of rejection is given to us in writing setting out the reasons for rejection.
6.2 Following notification under clause 6.1, you shall ensure that our representatives have a reasonable opportunity to examine the goods and delivery documentation at your premises or other location where the goods are held.
6.3 Where we agree that any of the goods do not conform to the contract in a material way, we will (at our discretion) repair or replace the goods with goods that do conform to the contract within a reasonable period of time. You shall return the non-conforming goods to us within 10 working days of request by us.
6.4 We shall act reasonably when deciding whether or not the goods conform to the contract in a material way.
6.5 At your request, we shall reimburse your reasonable costs (such costs to be agreed in writing) in returning any goods to the us which we have agreed to repair or replace. 6.6 The absence of any written notice served in accordance with clause 6.1, shall be conclusive evidence in any proceedings that we have fully discharged all our obligations under the contract and in particular that the goods were in conformity with the contract in all respects.
- PRICE AND PAYMENT
7.1 Price. Prices will be confirmed when we confirm acceptance of your Order.
7.2 Prices on quotations are only valid for two weeks from date of quotation unless otherwise specified in writing signed by one of our authorised officers.
7.3 All prices quoted are exclusive of VAT. If the rate of VAT changes between your order date and the date we supply the goods, we will adjust the rate of VAT that you pay. 7.4 When you must pay and how you must pay. We may request payment for the goods (including delivery) before we dispatch them to you. In all other cases payment must be made within 30 days of the date of an invoice.
7.5 In the event of a late payment or if any agreed credit limit is exceeded, we may, irrespective of our other rights or remedies: withhold delivery of further goods; suspend or cancel all or any outstanding orders with you; withdraw any discount offered to you; or withdraw your credit limit.
7.6 We reserve the right before delivery to require payment for the goods in full or in part.
7.7 Unless otherwise agreed in writing payments will be in £ sterling.
7.8 We may charge interest if you pay late. If we are unable to collect any payment from you by the due date we may charge interest to you on the overdue amount at the rate of 3% a year above the base lending rate of National Westminster Bank from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
7.9 What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know and we will not charge you interest until we have resolved the issue.
8.1 We warrant the goods against defects in design, materials and workmanship arising during normal and proper use for a period of 12 months from delivery. Our obligations under this warranty are limited at our option,
to repairing, replacing or refunding the price of the goods which develop such defects.
8.2 You will provide us with all necessary access during normal working hours, to your facilities and provide information to enable us to ascertain the nature of the defect and to repair or replace goods which develop such defects.
8.3 We shall be under no obligation to repair, replace or make good any loss, damage or defect which results from incorrect installation, alteration or modification without consent, wear and tear, accident, abnormal conditions of storage or use or any act, neglect or fault of yours or any third party. The conditions in this clause 8.3 shall apply to any replacement goods we supply to you.
8.4 Subject to clause 9.1, the above warranties replace and exclude all conditions, innominate terms, warranties or representations whether expressed or implied by statute, common law, trade usage custom or previous course of dealing.
- LIMITATION OF LIABILITY
9.1 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our
5.4 This clause 5 does not affect any right which you may have to terminate the contract for our breach.
negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; or for any other liability which cannot be limited or excluded by applicable law.
9.2 Subject to clause 9.1, we will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of sales or business, loss of agreements or contracts, loss of damage to goodwill, loss or corruption of software, data or information, or any indirect or consequential loss arising under or in connection with this contract.
9.3 Subject to clause9.1, our total liability to you in respect of all losses which arise under or in connection with this contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total amount paid in respect of any order for goods by you to us in respect of that order for goods.
- FORCE MAJEURE
We shall not be liable to you for failure to perform or delay in performing any of our contractual obligations to you caused by circumstances beyond our control.
11.1 Without limiting our other rights or remedies, we may terminate the contract with immediate effect by giving written notice to you if:
(a) you breach clause 7;
(b) we are unable to collect payment from you when it is due and you still do not make payment within 5 days of us reminding you that payment is due;
(c) you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the goods, for example, your address;
(d) you do not, within a reasonable time, allow us to deliver the goods to you;
(e) you commit a material or persistent breach of the contract and (if such a breach is remediable) fail to remedy that breach within five Business Days of receipt of written notice of the breach;
(f) you take any step or action in connection with entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business;
(g) you suspend, or threaten to suspend, payment of your debts, are unable to pay your debts as they fall due or admit inability to pay your debts, or (being a company or limited liability partnership) are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
(h) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
(i)your fi nancial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the contract has been placed in jeopardy.
11.2 On termination of the contract for any reason you shall immediately pay to us all of the outstanding unpaid invoices and interest.
Any provision of the contract that expressly or by
implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
- OTHER IMPORTANT TERMS
12.1 We may transfer this agreement to someone else. We may assign, transfer, mortgage, charge, subcontract or deal in any other manner with any of its rights and obligations under this contract without your prior written consent
12.2 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
12.3 Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms. Neither of us will need to get the agreement of any other person in order to end this contract or make any changes to these terms. 12.4 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect. 12.5 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the goods, we can still require you to make the payment at a later date.
12.7 Which laws apply to this contract and where you may bring legal proceedings. These terms and any dispute or claim arising in connection with them shall be governed by English law. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute that arises in connection with these terms.