Standard Terms and Conditions for Sale of Goods by Hall of Names at Lineage
1. General
1.1 These Terms and Conditions shall apply to all contracts for the sale of goods by Hall of Names at Lineage to the buyer to the exclusion of all other terms and conditions offered or relied on by the buyer whether in negotiation or at any other stage in dealings between the parties, including any standard or printed terms tendered by the buyer, unless the buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by Hall of Names at Lineage in writing
1.2 Any Variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by Hall of Names at Lineage
2 Orders and Specification
2.1 The price of the goods shall be the price ruling at the date of dispatch and shall be exclusive of VAT, delivery charges and expenses including during transit which the buyer shall be additionally liable to pay to Hall of Names at Lineage
2.2 In respect of non account customers a pro forma invoice will be rendered prior to delivery and payment will be due against such invoices.
2.3 No order may be canceled by the buyer without the written consent of Hall of Names at Lineage which shall only be given on the terms that the buyer shall indemnify Hall of Names at Lineage in full against all loss (including loss of profit) costs (including costs of labour and materials used), damages, charges and expenses incurred by Hall of Names at Lineage as a result of such cancelation
3 Profit and Payment
3.1 The price shall be in the seller’s current price list, or such other price as the parties shall agree in writing. The price is inclusive of VAT or any other applicable costs. Carriage shall be paid for by the buyer
3.2 Quotations are valid for 90 days from the date of issue and orders are not accepted until written confirmation is received
3.3 Payment of the price and VAT and any other applicable costs shall be due immediately
3.4 The seller shall be entitled to charge interest on overdue invoices from the date when the payment becomes due from day to day until the date of payment at a rate of 2.6% per annum above the base rate of the National Bank of the Netherlands
3.5 If a payment of the price or any part thereof is not made by the due date the seller shall be entitled to
3.5.1 require payment in advance of delivery in relation to and good not previously delivered
3.5.2 refuse to make delivery of any undelivered goods whether ordered under the contract or not and without incurring any liability whatever to the buyer for non delivery or any delay in delivery
3.5.3 terminate the contract
3.6 Where the price of 2nd and subsequent identical signs is quoted, all signs must be ordered together. If further identical signs are ordered at a later date a set up charge will be charged.
4 Description
4.1 Any description given or applied to the goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt the buyer hereby affirms that it does not in any way rely on any description when entering into the contract. In respect to bespoke goods Hall of Names at Lineage reserves the right to interpret the buyer’s instruction to suit the method of manufacture. This includes the interpretation of relief work and the painting of the article or articles commissioned
4.2 Where a sample of the goods is shown to and inspected by the buyer, the parties hereby agree to accept that such a sample is so shown and inspected for the sole purpose of enabling the buyer to judge for itself the quality of the bulk, and not as to constitute a sale by example
5 Delivery
5.1 Unless otherwise agreed in writing, delivery of the goods shall take place at the address specified by the buyer on the date specified by Hall of Names at Lineage. The buyer shall make all arrangements to take delivery of the goods whenever they are tendered for delivery
5.2 The date of delivery specified by Hall of Names at Lineage is an estimate only. Time for delivery shall not be of the essence of the contract
5.3 If Hall of Names at Lineage is unable to deliver the goods for reasons beyond its control then Hall of Names at Lineage shall be entitled to place the goods in storage until such time as delivery may be effected and the buyer shall be made liable for any expense associated with such storage
5.4 The buyer shall be entitled to replacement goods where the goods have been damaged during transportation. The buyer must notify Hall of Names at Lineage of the damage within 24 hours of delivery and all packaging material must be retained for inspection. If the goods are received from a carrier they should be inspected before the mandate “the goods are received in good condition” is signed. If the goods are found to be damaged upon inspection then the carriers mandate should be signed “damaged”
6 Risk
6.1 Risk in the goods shall transfer to the buyer at the moment the goods are dispatched from Hall of Names at Lineage premises. Where the buyer chooses to collect the goods itself, risk will pass when the goods are entrusted or set aside for its collection, whichever occurs first
7 Title
7.1 Title to the goods shall not pass to the buyer until Hall of Names at Lineage has been paid in full for the goods
8 Warranty
8.1 Subject to payment for the goods having been made in full Hall of Names at Lineage warrants that the goods will correspond with any agreed specification ( subject to 4.1 above) and will be free from defects caused by reason of faulty material or workmanship for a period of 30 days from delivery. In the event of any such defects arising during such period Hall of Names at Lineage will repair such defects or replace defective goods free of charge subject to the buyer notifying Hall of Names at Lineage in writing immediately upon the defect becoming apparent. Hall of Names at Lineage makes no warranty that the goods will be fit for any particular purpose even when that purpose has been disclosed to Hall of Names at Lineage
8.2 Any goods to be repaired or replaced shall be returned to Hall of Names at Lineage at the buyer’s expense, if so requested by Hall of Names at Lineage
8.3 Where the goods have been manufactured and supplied to Hall of Names at Lineage by a third party, any warranty granted to Hall of Names at Lineage in respect of the goods shall be passed to the buyer
8.4 Hall of Names at Lineage shall be entitled in its absolute discretion to refund the price of the defective goods in the event that such price has already been paid
8.5 The remedies contained in this clause are without prejudice to the other Terms and Conditions herein, including but without limitation clauses 10 and 11 below
9 Liability
9.1 No liability of any nature shall be incurred or accepted by Hall of Names at Lineage in respect of any representation made by Hall of Names at Lineage, or on its behalf, to the buyer or to any party acting on its behalf prior to the marking of this contract where such representations were made or given in relation to
9.1.1 the correspondence of the goods with any description
9.1.2 the quality of the goods
9.1.3 the fitness of the goods for any purpose whatsoever
9.2 No liability of any nature shall be accepted by Hall of Names at Lineage to the buyer in respect of any express terms of this contract where such terms in any way relate to
9.2.1 the correspondence of the goods with any description
9.2.2 the quality of the goods or
9.2.3 the fitness of the goods for any purpose whatsoever
9.3 All implied terms, conditions or warranties as to the correspondence of the goods to any description or the satisfactory quality of the goods or the fitness of the goods for any purpose whatsoever (whether made know to Hall of Names at Lineage or not) are hereby excluded from the contract
10 Limitation of Liability
10.1 Where a court or arbitrator determines that any part of clause 10 above is for whatever reason, unenforceable, Hall of Names at Lineage shall be liable for all loss or damage suffered by the buyer but in an amount not exceeding the contract price
10.2Nothing contained in these terms and conditions shall be constructed so as to limit or exclude the liability of Hall of Names at Lineage for death or personal injury as a result of Hall of Names at Lineage negligence or that of its employees or agents
11 Intellectual Property Rights
11.1 All intellectual property rights produced from or arising as a result of the performance of this agreement shall, so far as is not already vested, become the absolute property of Hall of Names at Lineage, and the buyer shall do all that is reasonably necessary to ensure that such rights vest in Hall of Names at Lineage by the execution of the appropriate instruments of the making of agreements with third parties
12 Force Majeure
12.1 Hall of Names at Lineage shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant machinery or shortage or unavailability of raw materials from a natural source of supply, and Hall of Names at Lineage shall be entitled to a reasonable extension of its obligations if the delay persists for such time as Hall of Names at Lineage considers unreasonable, it may without liability terminate the contract
13 Relationship of Parties
13.1 Nothing contained in these Terms and Conditions shall be constructed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other
14 Assignment and Sub Contracting
14.1 The contract between the buyer and Hall of Names at Lineage for the sale of goods shall not be assigned or transferred, not the performance of any obligation sub-contracted in either case by the buyer without the prior written consent of Hall of Names
15 Waiver
15.1 The failure of either party to enforce at any time for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at anytime subsequently to enforce all Terms and Conditions of this agreement
16 Severability
16.1 In any term or provision of these Terms and Conditions is held invalid or unenforceable for any reason by a court of competent jurisdiction such provision shall be severed and the reminder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions have been agreed with the invalid, illegal or unenforceable provision eliminated
17 Governing Law and Jurisdiction
17.1 This agreement shall be provided by and construed in accordance with the law of The Netherlands and the parties hereby submit to the exclusive jurisdiction of the Dutch Courts
18 Cancellation
18.1 You have the right of cancellation
18.1.1 You have the right to cancel the contract at anytime up to 14 days after you receive the goods (see below)
18.1.2 To exercise your right of cancelation, you must give written notice to the supplier by hand, post or e mail giving details of the goods ordered (where appropriate) their delivery
18.1.3 Except in the case of faulty of miss described goods, if you exercise your right of cancelation after the goods have been delivered to you you will be responsible for returning the goods to the supplier at your own cost. The goods must be returned to Hall of Names at Lineage, Luchtmansplein 10, 2332PP, Leiden, The Netherlands
You must take reasonable care to ensure that the goods are not damaged in the meantime or in transit. In the case of faulty or miss-described goods the supplier shall either collect the goods from you or ask you to return the goods to the supplier
18.1.4 Once you have notified the supplier that you are cancelling the contract, the Supplier will refund or re-credit you within 30 days for any sum that has been paid by you or debited from your credit card for the goods.
18.1.5 Except in the case of faulty or miss-described goods, if you do not return the goods as required, the supplier may charge you a sum not exceeding the direct costs or recovering the goods.
18.1.6 You do not have the right to cancel the product if the order is for consumable goods which, by their nature cannot be returned safe where a fault is discovered which could have not have been discovered otherwise than by unsealing the goods.
