Terms and Conditions of Business
David Fischhoff & its associated companies
- Unless agreed in writing by David Fischhoff Ltd. or its associated companies ("the Company") the following terms and conditions shall be deemed to be incorporated into all contracts and agreements for the sale of goods ("the Goods") by the Company to the customer named overleaf ("the Buyer") and that they shall precedence over any other terms and conditions. No official or employee of the Company other than a Director, in writing, has any power or authority to alter, vary or waive these terms and conditions.
- These terms and conditions of business shall be construed in accordance with English Law and both parties shall submit to the exclusive jurisdiction of the English Courts.
- Unless prior written permission of a Director of the Company has been granted, this contract shall not be severable by the Buyer who shall comply with the whole agreement.
- The placing of any order with the Company shall be deemed an acceptance of all the terms and conditions of the Company whether the order be placed orally or in writing whether signed or not signed to the exclusion of all other terms and conditions including any terms and conditions which the Buyer may purport to apply under any sales document or similar document
- The Company reserves the right to refuse, cancel or defer any order for goods, at any time and without warranty
- The price for goods supplied is that appertaining at the time of acceptance of order but remains subject to variation, without notice, by the Company where defined necessary due to increases in the cost of labour, components, carriage or freight, the imposition of duties adverse movements in the rate of exchange or other circumstances considered appropriate by the Company.
- Given dates of delivery of goods are estimates only and are given in good faith. The Company shall use its best endeavours to comply with delivery dates but shall not be liable for any delay howsoever occasioned, nor shall any delay affect the contract of sale or entitle the Buyer to any rebate in price nor to refuse to accept delivery of the whole or any part of the goods.
- The Company shall not be liable for any non-delivery of all or any part of the goods.
- All goods, if delivered by the Company's vehicle shall be deemed delivered when left at the buyer's premises or the delivery address specified by the Buyer, whether or not signed for. The confirmation of delivery by the Company's employee making the delivery shall be final and conclusive.
- If delivery is made by a carrier delivery by the Company or the carries shall be deemed good delivery to the Buyer without further proof of receipt.
- Payment for goods shall be made on or before one month after delivery. In the event of delay, interest on overdue payment shall accrue at the rate of 1.5% per month from the date that payment became due, until actual payment. Any legal costs incurred in obtaining payment will be payable by the Buyer.
- In the event of any cheque not being honoured on first presentation or any payment being delayed beyond the due date, or any payment being deferred, the Company shall have the right at its option to terminate the contract or to defer outstanding deliveries. In the event of the contract being terminated the Company may dispose of any goods in its power and take immediate proceedings for breach of contract.
- In the event of the Buyer refusing to accept delivery of all or part of the goods, the Company may at its absolute discretion, either demand payment in full for goods together with any storage charges and delivery charges, or resell the goods and charge the Buyer for any shortfall. The Buyer, in the event of resale shall assume the best price available has been obtained.
- If goods are sold by sample the Buyer shall accept variations and shall only be entitled to refuse to accept the whole or any part of the goods if the difference is such as to render the goods totally unfit for the purpose for which they are sold.
- The Company gives no warranty or guarantee of goods of any kind whatsoever and warranties and guarantees whether expressed or implied at law are hereby excluded. The Company undertakes at the request and expense of the Buyer, to pursue any reasonable claim against the manufacturers of the goods on behalf of the Buyer.
- No return of goods shall be accepted without prior written agreement by the Company. Claims must be made for non-delivery within seven days of invoice date and, for damage, within three days of delivery. Notification to be sent direct to carriers and also to the Company.
- The Buyer hereby expressly warrants that he is not insolvent and has not committed any act of bankruptcy or, if the Buyer is a company, whether limited or not does not know of any circumstances entitling anyone to appoint a Receiver or to petition for winding-up.
- The risk in the goods shall pass to the Buyer upon delivery either to his vehicles, premises or the agreed delivery address.
- Notwithstanding the aforesaid conditions, such goods shall remain the sole and absolute property of the Company as legal and equitable owners until such time as the Buyer shall have paid the Company the full price of the goods delivered and, any other sums due from the Buyer to the Seller.
- The Buyer acknowledges that he is in possession of the goods on a fiduciary basis and as bailee for the Company until such time as all sums due from the Buyer to the Company are fully paid.
- If any of the goods are mixed or converted into other goods before such payment, the property (legal and equitable) in the whole of such other goods shall be and remain with, the Company until all sums due to the Company from the Buyer are paid. The Buyer agrees to store such goods or any such mixture or conversions of those goods separately from any other goods and. in such a way that they are readily identifiable as the property of the Company.
- Subject to the above the Buyer is licensed by the Company to agree to sell or dispose of the Company's goods on condition that the Buyer sell as agent and bailee of the Company save that the Buyer shall not necessarily hold himself out as such.
- If the Buyer sells or disposes of the goods or such other mixture or conversion of the goods, the Buyer will hold the proceeds of such sale or disposal and any rights or claims against 3rd parties arising from such sale or disposal, in trust for payment to the Company. The Buyer shall keep such proceeds separate from all other monies arid shall not pay such money into an overdrawn bank account arid, such money shall at all times be identifiable as the Company's monies
- The risk in the goods shall pass from the seller to the buyer upon delivery of such goods to the buyer. However, notwithstanding delivery and the passing of risk in the goods, title and property in the goods, including full legal and beneficial ownership, shall not pass to the buyer until the seller has received in cash or cleared funds payment in full for all goods delivered to the buyer under this and all other contracts between the seller and the buyer for which payment of the full price of the goods thereunder has not been paid. Payment of the full price of the goods shall include the amount of any interest or other sum payable under the terms of this and all other contracts between the seller and the buyer under which the goods were delivered.
- If any payment to the Company is overdue in whole or in part, the Buyer's right to possession of the goods shall cease and the Company may, without prejudice to any other rights, recover or resell the goods or any one of them and, for this purpose may enter the premises where they are stored or where they are reasonably thought to be stored and. may repossess the same In this connection the Buyer will permit the Company and/or its duly authorised agents, to enter without let or hindrance and without court order, within any reasonable time of day and to recover all goods belonging to the Company.
- Furthermore the directors at the Buyer's shall be jointly and severally liable for the price of the goods sold and /or delivered by the Company to the Buyers, notwithstanding that the Company is also concurrently liable. It is hereby expressly warranted by the Buyer or its agents that the directors of the Buyers are fully acquainted with the Company's terms and conditions of sale and have resolved that each and every one of them shall be bound by this indemnity agreement as fully and effectively as is the Buyer.
- The Company will make a search with a credit reference agency, which will keep a record of that search and will share that information with other businesses. The Company may also make enquiries about the principal directors with a credit reference agency.
- The failure by the company to enforce at any time or for any period any one or more of these terms and conditions shall not be a waiver of them or the right at any time subsequently to enforce all terms and conditions of this agreement.
Online Dispute Resolution (ODR)
Online traders must now provide a link to the ODR Platform on their website. If you have an online dispute with David Fischhoff that needs resolving, please visit: https://webgate.ec.europa.eu/odr
Terms & Conditions of Website
This disclaimer applies to the entire contents of this Website under the domain name www.davidfischhoff.co.uk ("Website") and to any correspondence by e-mail between you and David Fischhoff Ltd ("The Company"). Please read this disclaimer carefully before using this Website as your use of this Website indicates that you accept this disclaimer whether or not you register with the Company.
The Company may alter products, services and prices described in the Website at any time without notice. The Company does not warrant the accuracy of the material on this Website nor is the Company is obliged to keep all material on this Website up-to-date.
The material on this Website is provided "as is" without any conditions, warranties or other terms of any kind. Accordingly, to the maximum extent permitted by law, the Company provides you with this Website on the basis that the Company excludes all representations, warranties, conditions and other terms (including, without limitation, the conditions implied by law of satisfactory quality, fitness for purpose and the use of reasonable care and skill) which might otherwise have effect in relation to this Website.
The Company does not warrant that the functionality of this Website will be free of any defect and/or virus.
The Company, any other party (whether or not involved in creating, producing maintaining or delivering this Website), and any of the Company`s group companies and the officers, directors, employees, shareholders or agents of any of them, exclude all liability and responsibility for any amount or kind of loss or damage that may result to you or a third party (including without limitation, any direct, indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, use of money, or loss or damages arising from or connected in any way to business interruption, and whether in tort (including without limitation negligence), contract or otherwise)) in connection with this Website in any way or in connection with the use, inability to use or the results of use of this Website, any Websites linked to this Website or the material on such Websites, including but not limited to loss or damage due to viruses that may infect your computer equipment, software, data or other property on account of your access to, use of, or browsing this Website or your downloading of any material from this Website or any Websites linked to this Website. Nothing in these terms and conditions shall exclude or limit the Company`s liability for (i) death or personal injury caused solely by the Company`s negligence; (ii) fraud; (iii) misrepresentation as to a fundamental matter; or (iv) any liability which cannot be excluded or limited under applicable law.
If your use of material on this Website, results in the need for servicing, repair or correction of computer hardware, software, programs or data, you assume all costs thereof. Furthermore the Company shall not be liable if your use of this Website results in the need for repair or maintenance of computer hardware, software, programs or data.
RESELLER LICENCE AGREEMENT
- A. David Fischhoff Ltd designs, sources, markets, sells and distributes a comprehensive range of giftware products to resellers for which it has and owns intellectual property and copyright in its product designs, company and brand logos, product images, product names and descriptions and all other material associated with the marketing, sale and distribution of its products within the UK and Ireland.
- B. The Reseller is a designated and approved reseller of David Fischhoff Ltd products within the UK and/or Irish market and wishes to use David Fischhoff Ltd.’s Intellectual Property and Copyright Material to advertise, market, promote and sell David Fischhoff Ltd products to consumers within the UK and/or Irish market via the internet.
- C. David Fischhoff Ltd has agreed to grant a license to the Reseller to use David Fischhoff Ltd.’s Intellectual Property and Copyright Material for the use of advertising, marketing, promoting and selling David Fischhoff Ltd products to consumers within the UK and/or Irish market via the internet subject to the following terms and conditions.
NOW IT IS HEREBY AGREED:
- Unless otherwise notified to the contrary by David Fischhoff Ltd in accordance with this Agreement, the Reseller has met the pre-authorisation criteria outlined in schedule 1 (or as amended from time to time) and continues to meet and adhere to both the pre-authorisation criteria and the terms and conditions of this Agreement for the duration of this agreement.
- The Reseller is only entitled and licensed to use David Fischhoff Ltd.’s Intellectual Property and Copyright Material on websites approved by David Fischhoff Ltd and as detailed in Schedule 2 (or as amended from time to time)(“Approved Websites”).
- The Reseller is not permitted to use David Fischhoff Ltd.’s Intellectual Property and Copyright Material on any website, third party auction site or portal not agreed as Approved Websites. Special consideration for sales on third party websites may be considered but will be on a special exception and case by case basis by written agreement of the parties before any sales are made on such website by the Reseller.
- Unless otherwise agreed by David Fischhoff Ltd, the Reseller will only use the product images and descriptions provided by David Fischhoff Ltd and their use shall be restricted to the advertising, marketing, promoting and selling David Fischhoff Ltd products to consumers within the UK and/or Irish market via Approved Websites and for no other use.
- It is the Reseller’s sole responsibility to ensure that it does not breach the Sale of Goods Act or mislead consumers by advertising, promoting or offering David Fischhoff Ltd products at prices that suggest or infer that a discount is being applied off a previously available selling price unless the provisions and conditions stipulated within the legislation have been met).
- The Reseller must refrain from presenting or promoting the David Fischhoff Ltd brand and its product in a manner that, at the sole discretion of David Fischhoff Ltd, may demean, devalue or diminish the David Fischhoff Ltd brand, product or company name.
- So long as the Reseller fully meets and continues to adhere to the pre-qualification criteria and the terms and conditions of this agreement, David Fischhoff Ltd will, at its sole discretion, provide the Reseller with the necessary David Fischhoff Ltd.’s Intellectual Property and Copyright Material to list, promote and advertise, market, promote and sell David Fischhoff Ltd products to consumers within the UK and/or Irish market via the Reseller’s Approved Websites. Whilst David Fischhoff Ltd will endeavour to ensure the accuracy of such data and information provided, it cannot be held responsible or liable whatsoever for any damages or losses resulting from the inaccurate or incorrect provision of such data and information.
- All products featured on the internet by the Reseller must be stocked and previously ordered by the Reseller. We will not guarantee to hold any back up stocks. The Reseller should be aware of the laws concerning minimum delay times from order receipts, as “etailing” is the same as mail order from the consumers point of view – all deliveries must be within 28 days or their money back.
- Products sold over the internet and despatched by the Reseller must carry damage/loss insurance. David Fischhoff Ltd cannot be held responsible for any items damaged in transit. Any extra packing for mail order despatch is the Reseller’s responsibility.
- David Fischhoff Ltd can revoke and withdraw the Reseller’s license to use David Fischhoff Ltd.’s Intellectual Property and Copyright Material at any time and without the need to provide any reason. Upon revocation, withdrawal or refusal of a license, the Reseller must immediately remove all David Fischhoff Ltd.’s Intellectual Property and Copyright Material from its website and refrain from further use or reference to David Fischhoff Ltd.’s Intellectual Property and Copyright Material. David Fischhoff Ltd will not be liable whatsoever (financial or otherwise) for any consequences arising from the revocation, withdrawal or refusal of the license.
- This Agreement, unless revoked or withdrawn by David Fischhoff Ltd, will remain in place for a period of twelve months from the commencement date and, will be reviewed at the end of the period. The license would then be automatically renewed or terminated after the twelve month period at the sole discretion of David Fischhoff Ltd.
- This Agreement is personal to the Reseller, which may not without the written consent of David Fischhoff Ltd, assign, mortgage, charge or dispose of any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations hereunder.
- Nothing in this Agreement shall create, or be deemed to create, a partnership or the relationship of principal and agent or employer and employee between the parties.
- This Agreement contains the entire agreement between the parties with respect to the subject matter hereof, supersedes all previous agreements and understandings between the parties with respect thereto, and may not be modified except by an instrument in writing signed by the duly authorised representatives of the parties.
- The Reseller acknowledges that, in entering into this Agreement, it does not do so on the basis of, and does not rely on, any representation, warranty or other provision made or deemed made by David Fischhoff Ltd except as expressly provided herein, and all conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law.
- If any provision of this Agreement is held by any court or other competent authority to be void or unenforceable in whole or part, this Agreement shall continue to be valid as to the other provisions thereof and the remainder of the affected provision.
- This Agreement shall be governed by and construed in all respects in accordance with the Laws of England, and each party hereby submits to the non-exclusive jurisdiction of the English Courts.
Only Resellers who meet ALL the following pre-Authorisation criteria (or as otherwise agreed and approved by David Fischhoff Ltd) will be eligible to be granted a license to use David Fischhoff Ltd.’s Intellectual Property and Copyright Material in order to advertise, market, promote and sell David Fischhoff Ltd products on the internet:
- The Reseller must have a good payment history with David Fischhoff Ltd with invoices paid on time, in full and a commitment to pay all future invoices on the agreed credit term. Resellers who do not pay to the agreed terms will be at risk of having their license revoked.
- The Reseller’s retail premises, website, product/brand presentation and customer service should be in keeping with David Fischhoff Ltd.’s image and brand positioning.
- The Reseller must demonstrate a marketing strategy that reinforces and develops David Fischhoff Ltd.’s Intellectual Property and Copyright Material positively in the relevant market place.
David Fischhoff Ltd.’s Recommended Retail Pricing Policy
To enable the success of all resellers of David Fischhoff Ltd products through all channels, David Fischhoff Ltd suggests that the total delivered price for David Fischhoff Ltd. products sold via third party websites should be a minimum mark up of 2.5x normal trade price (including VAT at 20%). For example, a product with a normal trade price of £5.95 would retail, delivered, for £14.88 or above.
This is for guidance only.