LIMITED TERMS AND CONDITIONS OF SALE
In these terms and conditions of sale the following words shall have the following meanings unless the context otherwise requires: “The Period Company” means The Period Company, whose registered offices are at 5990 Malburg Way, Vernon California 90058. “Conditions”means the terms and conditions of sales below, together with any additional terms and conditions in the Confirmation o fOrder; “Confirmation of Order” means a written notice from The Period Company of The Period Company’s acceptance of an Order signed by an authorised officer of The Period Company; “Contract” means any agreement between the Customer and The Period Company for the sale by and the purchase of Goods from The Period Company; “Customer” means the person, firm or company which acquires or agrees to acquire the Goods from The Period Company and as identified in the Order; “Goods” means those goods ordered by the Customer from The Period Company as identified in the Confirmation of Order; “Order” means the Customer’s order for the Goods; and “Price” means the price for the Goods (excluding carriage, packing, insurance and value added tax) identified in the Confirmation of Order or, where no Confirmation or Order is issued, in The Period Company’s invoice to the Customer in respect of the Order.
2. Application of these Conditions
2.1 These Conditions apply to all sales of goods by The Period Company, and shall prevail over any terms and conditions which the Customer may stipulate, incorporate or refer to in writing or orally whether in an Order or otherwise or the terms and conditions of any previous Order, or any statements made by any employee, representative or agent of The Period Company or in any advertising or otherwise and whether in writing or orally. 2.2 Accordingly the Customer acknowledges that it does not rely on any such terms, conditions or statements which are not confirmed in writing by The Period Company, and agrees that, except in the case of fraud, it will have no remedy against The Period Company in respect of any untrue statement made to it upon which it relied on entering any Contract, and that its only remedies against The Period Company will be for breach of contract. 2.3 The Customer’s acceptance of delivery of the Goods shall be conclusive evidence of the Customer’s acceptance of the application of these Conditions.
3. Basis of the Sale
3.1 The submission by the Customer to The Period Company of any Order (whether or not such Order is based on a previous quotation or tender) shall be deemed to be an offer by the Customer to purchase from The Period Company the Goods stated therein. 3.2 A Contract is only made: (a) when The Period Company despatches to the Customer a Confirmation of Order (and in such case the Contract shall be on the terms set out in the Confirmation of Order); or (b) if earlier, when the Goods are despatched to the Customer in accordance with the Order. 3.3 The Period Company reserves the right to decline any Order from the Customer for any reason whatsoever without incurring any liability to the Customer of any description.
4. Resale of the Goods
4.1 Except as otherwise expressly agreed in writing by The Period Company in respect of a specified Order or Orders: (a) the Goods sold to the Customer may only be resold direct to consumers for personal use; and (b) the Customer shall not: (i) export any of the Goods to any country outside the European Economic Area as comprised from time to time (the “EEA”); or (ii) permit any person, firm or company to acquire Goods if the Customer knows or has good reason to believe (e.g. based on past conduct) that they are to be purchased for resale in any country outside the EEA.
5. Delivery of the Goods
5.1 Except as otherwise expressly agreed in writing by The Period Company in respect of a specified Order or Orders, all Goods sold by The Period Company to the Customer shall be delivered on an ex-works basis (as defined by Incoterms 2010) direct from The Period Company’s supplier or from The Period Company’s warehouse as determined by The Period Company from time to time. Delivery of the Goods shall be deemed to have taken place when they are made available to the carrier,whether such carrier has been selected by The Period Company or the Customer. 5.2 Any time indicated for delivery (whether confirmed or not confirmed in writing or otherwise) is given by The Period Company as an estimate only and time shall not be of the essence of the Contract and shall not be made so by the service of any notice. 5.3 The Period Company shall not be liable to make good any damage or loss whether arising directly or indirectly from any (i) delay in delivery; or (ii) delay in transit; or (iii) delay in despatch; or (iv) circumstances beyond the control of The Period Company; or (v) any other cause howsoever arising. The Customer shall not be entitled to refuse to accept the Goods because of late delivery. 5.4 The Period Company shall be entitled to deliver the Goods in instalments and to deliver a separate invoice in respect of each such instalment. Where The Period Company delivers the Goods in instalments, the Contract shall be severable and each instalment shall be deemed to constitute a separate Contract. 5.5 The Customer shall accept delivery of the Goods within the period or on the date (if any) set out in the Confirmation of Order or as otherwise notified to the Customer. The Customer shall provide The Period Company with such details as may be necessary (or required by The Period Company) to enable The Period Company to complete delivery within such period or on such date at the time of the Order 5.6 If the Buyer refuses or fails take delivery of the Goods within 7 days after the date set out in the Confirmation of Order or as otherwise notified to the Customer (except as a result of any failure by The Period Company to make the Goods available for collection), The Period Company may without limiting any other right or remedy: (a) store the Goods until actual delivery and charge the Buyer for the costs of storage (including insurance) at a daily rate of 1% of the Price, which will be invoiced on a monthly basis; or (b) in its sole discretion, terminate the relevant Contract with immediate effect, dispose of the Goods as it deems fit and recover from the Customer any loss and additional costs incurred as a result of such refusal or failure (including without limitation storage costs from the due date of delivery).
6. Postponement Of Delivery
6.1 Without limiting Condition 5, The Period Company may postpone or cancel any delivery of the Goods (whether of the whole quantity ordered or any part) until any amounts then due for payment by the Customer to The Period Company or where applicable to its designated assignee or agent have been duly received as cleared funds by The Period Company or where appropriate by The Period Company’s assignee or agent (designated in writing by The Period Company), whether such amounts are due under a Contract or otherwise, and without limiting any other right or remedy which The Period Company may have against the Customer. The Period Company shall also have the right to cancel any delivery of the Goods (whether of the whole quantity ordered or any part) where The Period Company has reason to doubt the credit-rating of the Customer. 6.2 The Period Company may, in addition to any rights it may have under this Condition 6 and in its absolute discretion, require the full or partial payment of the Price and any other sums payable in respect of the Goods prior to the delivery of the Goods in accordance with Condition 5.
7. Passing of Risk and Retention Of Title
7.1 Risk and liability in respect of the Goods shall pass to the Customer on delivery in accordance with Condition 5 but title to the Goods shall not pass to the Customer until payment in full to The Period Company in respect of all monies owed to The Period Company by the Customer (including any interest or other payment due) whether due under the relevant Contract or any other contract and whether or not such sums have become payable. 7.2 If any sum paid by the Customer is less than all the amounts then due to The Period Company by the Customer, The Period Company shall (notwithstanding any direction to the contrary by the Customer) apply that sum to amounts due in respect of Goods which have at that time been re-sold or otherwise disposed of by the Customer and subsequently shall apply any outstanding part of that sum to Goods still in the Customer’s possession commencing with the Goods with the earliest delivery date. 7.3 Until payment of all monies owed by the Customer has been made in full the Customer: (a) shall have possession of the Goods as bailee for The Period Company; (b) shall not permit any charge or lien whatsoever to be created over the Goods; (c) shall store the Goods in such a way as to enable them to be readily identified as the property of The Period Company; and (d) shall keep proper and accurate records to enable The Period Company to distinguish Goods for which payment has been made in full from those Goods for which payment is outstanding. 7.4 The Customer shall insure and keep insured the Goods to their full value against “all risks” until the date that title in the Goods passes from The Period Company and shall upon reasonable notice furnish The Period Company with evidence reasonably satisfactorily to The Period Company that adequate policies of insurance (noting The Period Company as an additional insured) are being maintained and that the premiums are paid up to date. 7.5 Until such time as title to the Goods passes to the Customer, it may resell the Goods in the ordinary course of its business but this permission shall cease automatically if any of the events specified in Condition 8.1(d) or (e) occurs in relation to the Customer. 7.6 Without limiting any other right or remedy, The Period Company reserves the right to repossess any Goods in respect of which payment is overdue and thereafter to re-sell the same and for this purpose the Customer hereby grants an irrevocable right and licence to The Period Company’s employees and representatives to enter upon all or any of its premises with or without vehicles at any time.
8. Customer’s Default
8.1 If the Customer: (a) fails to pay for the Goods by the due date; (b) fails to pay any other amount due and payable to The Period Company; (c) fails to accept delivery of the Goods; (d) makes any composition or voluntary arrangement with or for the benefit of its creditors, or any petition for the winding-up of the Customer is passed or presented, or a receiver or administrative receiver, administrator or manager is appointed over the whole or any part of the Customer’s business, or a moratorium comes into force in respect of the Buyer; (e) suffers the levy of any execution or distress on its property or assets; or (f) breaches any of these Conditions or any Contract, then the provisions of Conditions 8.2 and 8.3 below shall apply. 8.2 The Period Company may treat the Contract as repudiated by the Customer and may cancel and/or postpone any further delivery or deliveries thereunder without further notice or liability on its part and without prejudice to any claim or remedy available to The Period Company in respect of any loss or damage thereby suffered. 8.3 All sums outstanding in respect of any Goods supplied (whether or not such sums have become due for payment) shall immediately become payable.
9. Force Majeure
Notwithstanding any other provision hereof, should the manufacture, supply, despatch or delivery of the whole or any part of the Goods be interrupted or prevented or hindered by any cause or causes whatsoever beyond The Period Company’s control (for which purpose without limitation strikes, lockouts, breakdown of machinery, terrorist activity, acts of war, flood, fire, failure of computer systems, failure or delay in delivery of goods and materials by third parties shall all be deemed beyond The Period Company’s control), The Period Company shall be entitled to postpone or suspend any manufacture, supply, despatch or delivery or deliveries of the Goods until (in The Period Company’s judgement) such causes or causes has or have been remedied without prejudice to its rights to payment for any Goods already delivered. The Period Company shall be under no liability whatsoever to the Customer for any loss or damage thereby suffered directly or indirectly by the Customer.
10. Short Delivery
The Period Company shall be under no liability whatsoever to the Customer in the event that fewer Goods are despatched by The Period Company than indicated in the relevant Order (“ShortDelivery”) and not withstanding any Short Delivery,The Period Company shall be entitled to be paid and the Customer agrees to pay for the Goods to the extent that they have been delivered.
The Customer shall be deemed to have accepted the Goods 48 hours after delivery to the Customer and after acceptance the Customer shall not be entitled to reject any Goods which are not in accordance with the Contract, provided that such time limit shall be extended to seven (7) days from the date of delivery in the case of damaged Goods, fourteen (14) days from the date of delivery in the case of defective Goods and thirty (30) days from the date of invoice in the case of Goods not received by the Customer.
12.1 Non-receipt of the Goods must be notified in writing to The Period Company within thirty (30) days of the invoice date and advised immediately to the carrier. 12.2 Notwithstanding the provisions of Condition 12.1, The Period Company shall not be liable for any non-receipt of the Goods provided The Period Company made the Goods available for collection at the premises of The Period Company’s supplier or at The Period Company’s
13. Damaged or Defective Goods
13.1 The Customer shall at its own cost arrange for inspection of the Goods at the premises of The Period Company’s supplier or at The Period Company’s warehouse before delivery. The Period Company shall have no liability for any claim in respect of any damage to or defect in the Goods which would be apparent on inspection and which is made after delivery. 13.2 The Period Company shall be under no liability whatsoever to the Customer for any damage to the Goods unless:
(a) a claim is made in writing to and received by The Period Company within seven (7) days from the date of delivery; (b) The Period Company and the carrier are given an opportunity to inspect the Goods in question and to verify the claim; and (c) The Period Company, in its absolute discretion, accepts the claim in writing. 13.3 The Period Company shall be under no liability whatsoever to the Customer for any defect in respect of Goods (whether in workmanship, material or otherwise) unless: (a) a claim is made in writing to and received by The Period Company within fourteen (14) days from the date of delivery; (b) The Period Company is given an opportunity to inspect the Goods in question and to verify the claim; and (c) The Period Company, acting reasonably, accepts the claim in writing.
14. Return of Goods
14.1 The Goods may not be returned to The Period Company without the prior written consent of The Period Company and the issue in writing of an authorised returns number by The Period Company. Such returns shall be on terms to be determined by The Period Company in its absolute discretion. Where prior written consent and an authorised returns number has been given, notification of the Goods being returned must be given in writing to The Period Company. The cost of carriage of Goods to be returned to The Period Company by the Customer and authorised by The Period Company in accordance with this Condition 14 shall be borne by The Period Company. 14.2 Where Goods are returned without prior written consent of The Period Company in accordance with this Condition 14: (a) the costs of carriage shall be the sole responsibility of the Customer regardless of whether such returns are subsequently accepted by The Period Company; and (b) The Period Company reserves theright: (i) to refuse the return of such Goods; and (ii) to request the payment of a handling charge equal to 10% of the Price of such Goods regardless of whether such returns are subsequently accepted by The Period Company. 14.3 Risk and liability in respect of any returned Goods (whether such Goods are returned with the prior written consent of The Period Company or otherwise) shall not pass to The Period Company until receipt of the Goods by The Period Company. The Customer is therefore strongly recommended to insure any such Goods against loss or damage in transit. 14.4 Where Goods are returned to The Period Company, The Period Company shall be entitled (even if consent has been given by The Period Company in accordance with this Condition 14) to challenge the return of such Goods provided it does so within sixty (60) days of the date when all such Goods have been returned and to the extent that any sums have been refunded by The Period Company to the Customer in respect of such returns all sums refunded shall be repaid to The Period Company forthwith on demand. 14.5 Where The Period Company accepts Goods for return in accordance with this Condition 14, property and ownership in such Goods shall pass to The Period Company.
15.1 The Contract may not be cancelled by the Customer after more than seven (7) days from the date of the Company’s Confirmation of Order and any cancellation shall only be effective if delivered in writing to the Company within such period of seven (7) days. 15.2 In any other case outside the seven (7) days period, the Customer shall pay the Company a sum equal to 30% plus VAT of the full invoice value, such amount being a genuine pre-estimate of the loss which the Company will suffer as a result of such cancellation. If the customer is in breach of the contractual agreement, the company reserves the right to cancel an order and forfeit the initial deposit given by the customer.
16.1 The quoted price for any Goods in any The Period Company price list may be varied upwards or downwards by The Period Company without notice at any time. 16.2 Any price set out in any Orr shall not be binding upon The Period Company. 16.3 The price for the Goods shall be the Price except in the case of manifest error in the event of which The Period Company shall, acting reasonably, determine the price of the Goods. 16.4 Unless agreed otherwise in writing, all prices are quoted on an ex-works basis, and where The Period Company agrees to deliver the Goods otherwise than at the premises of The Period Company’s supplier or at The Period Company’s warehouse, the Customer shall be liable to pay The Period Company’s charges for transport, packaging and insurance. 16.5 Unless agreed otherwise in writing, all prices quoted are exclusive of all taxes (including value-added tax which shall be due at the rate ruling on the date of The Period Company’s invoice).
17.1 All invoices issued by The Period Company shall be paid by the Customer in full within the period and in the currency stated on the relevant invoice (irrespective of whether the Customer has taken delivery of the Goods or otherwise). 17.2 In the event that The Period Company does not receive in London or at a designated Bank overseas (as specified on the invoice), as appropriate, payment of an invoice within such period and in such currency and whilst such invoice or any part thereof remains outstanding, interest thereon will be payable by the Customer to The Period Company or its assignee or agent as appropriate and calculated initially from the due date for payment of such invoice to the last day of that month and thereafter at the end of each calendar month in respect of that month at the monthly equivalent of the then current base rate quoted by Lloyds TSB Bank plc in London at the end of each such month increased by a further 3% (three percent) per annum. The Customer shall pay the interest upon demand by The Period Company. 17.3 The Customer shall reimburse to The Period Company all costs and expenses (including, without limitation, legal costs on an indemnity basis) incurred in the collection of overdue payments. 17.4 The Period Company is entitled to set off against any sums due to the Customer from The Period Company, or any member of the The Period Company group of companies, any payment due to The Period Company in respect of the Goods. 17.5 In addition to any right to which The Period Company may been titled The Period Company shall (if any of the events specified in Condition 8.1(d)or(e) occurs in relation to the Customer, The Period Company shall been titled to a general lien on all Goods of the Customer in The Period Company’s possession (even if such Goods or some of them may have been paid for) in respect of the unpaid Price of any Goods sold and delivered to the Customer by The Period Company.
18. Specification Of Goods
18.1 Whilst The Period Company hereby warrants that the Goods shall be of a quality and manufacture comparable to any samples thereof that may have been shown to the Customer or may appear in its catalogues or advertisements, The Period Company reserves the right, in its absolute discretion, to alter the specifications of the Goods from those so shown or appearing. 18.2 The Period Company gives no warranties (express or implied) regarding compliance of the Goods with any treaty, statute, directive, regulation, decision, order or other law of, or having effect in, any jurisdiction.
19. Limitation Of Liability
19.1 Except as otherwise agreed in writing by The Period Company all warranties, conditions and terms whether express or implied by statute, common law or otherwise (including but not limited to quality, correspondence with description and fitness for purpose) are hereby excluded to the fullest extent permitted by law. 19.2 In no event shall The Period Company have any liability for: (a) loss of profits (whether direct or indirect), business, revenue, goodwill or anticipated savings; (b) any claims by third parties incurred by the Customer; or (c) any indirect, special or consequential loss or damage whatsoever and howsoever arising. 19.3 The entire liability of The Period Company in respect of any Contract or in connection with the sale of the Goods (shall be limited to the Price of the Goods. 19.4 The Customer agrees to indemnify The Period Company against all costs, expenses, losses and damages incurred by The Period Company as a consequence of any third-party claims arising from the use of the Goods. 19.5 In this Condition 19 each reference to “liability” includes liability of any kind arising in contract, tort or otherwise, but nothing in these Conditions affects any liability of The Period Company for death or personal injury caused by negligence, fraudulent misrepresentation, or any other liability that may not be excluded or limited by contract.
20.1 If any of the provisions of these Conditions is held to be invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions hereof shall not be in any way affected or impaired thereby. 20.2 If any of the provisions of these Conditions is held to be invalid, illegal or unenforceable in any respect but would be valid if some part thereof were deleted or the period or area of application reduced, these Conditions will apply with such modification or modifications as may be necessary to make them valid and effective.
21. Intellectual Property
21.1 The Customer recognises The Period Company’s sole and exclusive right to the trademarks, designs, trade names, copyright and other intellectual property rights in respect of the Goods which are owned and/or used by The Period Company or any member of The Period Company’s group of companies, such rights being defined as “The Period Company’s Intellectual Property”. 21.2 The Customer agrees that it will make no claim to or exercise any right, title or interest in any of The Period Company’s Intellectual Property except as The Period Company may expressly authorise in writing for the purpose of the retail sale of the
Goods and then only on the terms of such authority. The Customer will not advertise any matter containing any of The Period Company’s Intellectual Property or any warrants or awards conferred upon The Period Company without The Period Company’s prior written authority and then only on the terms of such authority. 21.3 The Customer will not use any of The Period Company’s Intellectual Property to promote, market, advertise and/or sell any Goods by means of the Internet or on any other telecommunication network, service or information service of any description except with the prior written consent of The Period Company.
The Customer acknowledges that the The Period Company brand has a reputation and that The Period Company selects its customers according to criteria so that its brand image is maintained and enhanced. The Customer therefore acknowledges the continuing importance of such criteria and agrees that it will comply with such criteria at all times and will carry out all directions and requests of The Period Company to ensure compliance with such criteria and the maintenance and enhancement of the reputation of the The Period Company brand.
23.1 No alteration, waiver or modification of these Conditions or any Contract subject to these Conditions between The Period Company and the Customer shall be binding on The Period Company unless made in writing and signed by a Director of The Period Company. 23.2 Any authorisation, approval or consent provided to the Customer by The Period Company shall only be binding upon The Period Company if it is given in writing by a duly authorised employee of The Period Company.
24. Law And Jurisdiction
The Contract and these Conditions shall be governed by and construed in accordance with USA law and the parties agree to submit to the non-exclusive jurisdiction of the USA courts.
25.1 The Customer may not assign or in any way dispose of its rights and obligations under this Contract without the prior written consent of The Period Company. 25.2 The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Contract. 26. Notices 26.1 Any notice or other communication required or permitted by these Conditions to be given by: (a) The Customer shall be addressed to The Period Company’s International and Wholesale Service and Credit Department at 5990 Malburg Way, Vernon California 90058 or any other address provided by The Period Company; or (b) The Period Company shall be addressed to the Customer at its registered or principal office or any other address provided by the Customer. 26.2 Any such notice shall be writing and in the English language and shall be: (i) personally delivered (including delivery by courier); or (ii) if within the USA, sent by registered post or recorded delivery.