1. Terms: These terms and conditions apply to all supplies of goods by Springfield to customers. They prevail over any terms supplied by the Customer. No prior statements or correspondence forms part of this Agreement and the Customer accepts it has not relied on any representations in entering into this Agreement. In these terms:-
- “Springfield” means Springfield Decorations and Display Ltd of Springfield Place, Bailes Lane, Normandy, Surrey GU3 2BA UK.
- “Bespoke Goods” means Goods or parts of Goods specifically made or customised for the Customer.
- “Customer” means the Customer buying or hiring the Goods who is named on the Order.
- “Goods” means the Christmas decorations or other products to be sold or hired by Springfield to the Customer named on the Order.
- “High Delivery Cost Products” means Goods that require special delivery arrangements to be made because of their size, weight or high volume in relation to their weight.
- “Order” means the Customer’s purchase order for the Goods or, if none, described in the acknowledgement of order of Springfield or otherwise agreed in writing by the parties.
- “Price” means the charge to be paid by the Customer to Springfield for the Goods.
2. Supply and Payment: Springfield sells or hires the Goods to the Customer on the terms of this Agreement in consideration of the payment by the Customer of the Price. All prices exclude value added tax which shall be payable, where applicable, at the current rates by the Customer in addition to the Price. The Price shall remain fixed for the Order unless otherwise agreed in writing by the parties. Where credit terms have been agreed All invoices shall be paid by the Customer within 30 days of the date of invoice, otherwise all goods will be paid for before despatch as agreed between Springfield and the customer. No right of set off shall arise. Springfield may charge interest at 3% above base rate of Nat West Bank from time to time on all late payments of invoices. Once an Order is placed, the Customer may not cancel or alter such Order without the prior written consent of Springfield.
3. Delivery Charges: Goods are sent by a 1-3 day delivery service. Carriage is charged on all orders unless otherwise agreed with Springfield. If “Next Day” or any other express delivery service is requested additional charges may be applied.
4. Delivery: Springfield shall deliver the Goods to the address specified on the Order unless otherwise agreed in writing. Time for delivery specified on the Order, if any, is an estimate only and time shall not be of the essence. Where a carrier delivers Goods which the Customer believes are not the quantity or kind ordered or which are damaged, the Customer must notify Springfield by telephone immediately on receipt and confirm this in writing within 7 days of delivery otherwise Springfield accepts no liability for this. Where on investigation Springfield agrees the incorrect quantity was delivered or the Goods were damaged, Springfield shall ensure the correct quantity is supplied and/or damaged goods replaced, and this shall be the Customer’s only remedy in such a case. The Customer shall return any damaged Goods at its own expense to Springfield. Where Springfield, after inspection, agrees the Goods were damaged it shall refund to the Customer the carriage costs of such return, but not otherwise.
5. Passing of Title: With the exception of Hired goods title to the Goods shall pass to the Customer when payment is made to Springfield for those Goods. Until payment is made the Customer shall not resell the Goods or combine them with other Goods and shall ensure they are kept separately from other goods and clearly marked as Springfield’s property. Springfield may, until such time as payment is made and once agreed terms have expired, enter the Customer’s premises to retrieve its Goods. Risk in the Goods shall pass on delivery to the Customer.
In the case of Hired goods there is no passing of title and ownership of the goods remains with Springfield but risk of the goods shall pass to the client once delivered and while in the possession of the customer.
6. Intellectual property rights and services: Springfield or its suppliers own all copyright, design and registered design rights, trade mark and other intellectual property rights in the Goods and in Bespoke Goods. The Customer shall not register any intellectual property right or claim any such right in the Goods or the Bespoke Goods and shall keep any rights notice of Springfield’s, or its suppliers, on the Goods or Bespoke Goods and notify Springfield if it discovers any infringement of such rights by a third party. In particular, the Customer acknowledges that it has no right or licence by virtue of having purchased the Goods or Bespoke Goods or otherwise, itself to manufacture the Goods or Bespoke Goods. It shall ensure its employees, agents, customers and contractors are aware of Springfield’s and Springfield’s suppliers such intellectual property rights. Where the Customer requests specific modifications or additions, the Customer shall ensure Springfield is given all information it requires to make such modifications .Springfield has the right to refuse modifications if it feels these are unsafe or dangerous in anyway Any manufacturing data, product or other confidential or commercial information supplied by Springfield to the Customer, whether marked as confidential or not, shall be held in strict confidence by the Customer and only used for the purposes for which it was supplied.
7. Liability: Springfield shall use all reasonable endeavours to ensure (i) the Goods comply with their description on the Order and (ii) are delivered to the Customer. Where Springfield fails to use such reasonable endeavours, the Customer shall notify Springfield within 7 days of delivery in writing and Springfield’s sole obligation shall be to repair, replace or supply the Goods. Save as provided in this clause, Springfield’s liability to the Customer is otherwise excluded, including, without limitation, all implied conditions to the fullest extent permitted by law. Springfield limits its liability to the Price of the Goods in relation to any claim relating to Goods supplied and excludes all liability for consequential, indirect loss, loss of profit revenue and goodwill. Springfield shall not be liable for any delay or failure caused by circumstances beyond its reasonable control, including, without limitation liability arising from failures by subcontractors, suppliers, manufacturers, Government action or Acts of God. However, nothing in these terms shall exclude Springfield’s liability for death and personal injury caused by its negligence. Where a Customer’s modification to the Goods or combination of the Goods with other Goods or other Customer action, including without limitation, installation, results in a loss to, or liability of, Springfield, the Customer shall fully indemnify and hold harmless Springfield against all such loss and liability.
8. Standards: It is the responsibility of the Customer to ensure that the Goods comply with any safety or other standard for the product or market in which the Goods will be used or resold or used, Whilst Springfield shall use its reasonable endeavours to assist Customers, where further information in this respect is required, Springfield reserve the right to levy a charge, which will be estimated to the Customer in advance, for any significant research or investigations required to satisfy Customers’ detailed enquiries in relation to such matters and does not accept liability for statements made in providing such assistance. Springfield will make available to the Customer, on request, where available, its suppliers’ safety data sheets for the Goods.
9. General: This Agreement is subject to English law and Springfield and the Customer agree to submit to the non-exclusive jurisdiction of the English courts in relation to any dispute. Notices shall be served on Springfield at the address above and the Customer at the address on the Order. The failure to enforce a right under this Agreement shall not amount to a waiver of it by Springfield. Where any provision of this Agreement is held to be void, the other provisions of this Agreement shall continue not withstanding to apply.