Terms & Conditions
The terms and conditions (including the definitions) set out in Part 1 below (as amended from time to time) apply to the Contract. Particular Bespoke Goods are also governed by additional and alternative terms and conditions which are set out in Part 2 (as amended from time to time) but are to be read in addition to those set out in Part 1 and together, shall be referred to as the "Conditions" (as amended from time to time in accordance with condition 16.7 of this Part 1).
PART 1:General Terms And Conditions
1.1 In these Terms, the following definitions apply:
"Contract": the contract between Supertouch and the Customer for the sale and purchase of the Goods on these Terms;
"Customer": the person or firm who purchases the Goods from Supertouch;
"Delivery Location": the location stated in the Quotation/Order (or as otherwise agreed between the parties);
"Goods": the goods (or any part of them) set out in the Order/Quotation;
"Order": the Customer's order for the Goods (whether verbal or written);
"Price": the price to be paid by the Customer for the Goods, as set out in the Order or, if no price is quoted, the price set out in Supertouch's published price list in force as at the date of delivery;
"Supertouch": Allied International Trading Limited t/a "Supertouch" (registered in England and Wales with company number 03232058) whose registered office address is at Unit 3 Rabone Business Park, Rabone Lane, Smethwick, West Midlands, B66 2NN;
"Terms" the terms and conditions set out in this document (as amended from time to time in accordance with condition 16.7 of this Part 1);
"Working Day": a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
2.1 A Quotation is not an offer and is only valid for a period of three (3) Working Days from its date of issue.
3. HOW THE CONTRACT IS FORMED
3.1 These Terms apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3.2 The Order is an offer by the Customer to buy the Goods on these Terms. In placing an Order with Supertouch, the Customer (and its representatives) warrant and represent that each of them has the necessary authority to bind the Customer in contract. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.
3.3 The Contract shall come in to force, when Supertouch issues acceptance of the Order (whether in writing or verbally).
3.4 Any samples, drawings, descriptions, advertising, sales literature or catalogues issued by Supertouch (including that of any manufacturers/suppliers) are shown for the sole purpose of giving an approximate idea of the Goods described in them and shall not form part of the Contract.
4.1 The Goods are described in Supertouch's sales literature.
4.2 Supertouch reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
5.1 Supertouch shall deliver the Goods to the Delivery Location at any time after Supertouch notifies the Customer that the Goods are dispatched.
5.2 Delivery of the Goods shall be completed on the unloading of the Goods at the Delivery Location.
5.3 Any dates quoted for delivery are approximate only and the time of delivery is not of the essence.
5.4 Supertouch shall not be liable for any delay in delivery of the Goods that is caused by an Unforeseen Event or the Customer's failure to provide Supertouch with adequate delivery instructions/any other relevant instructions or information.
5.5 The Customer shall notify Supertouch immediately if any Goods have not arrived three (3) Working Days after Supertouch dispatches them.
5.6 If Supertouch fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in finding similar replacement goods (of a similar description and quality in the cheapest market available), less the price of the Goods.
5.7 If the Customer fails to accept delivery of the Goods when Supertouch dispatches the Goods, then except where such failure or delay is caused by an Unforeseen Event or Supertouch's failure to comply with its obligations under the Contract:
5.71 delivery of the Goods shall be deemed to have been completed at 9.00 am on second Working Day which Supertouch dispatched the Goods; and
5.72 subject to condition 5.8 of this Part 1 below, Supertouch shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance and any redelivery costs).
5.8 If ten (10) Working Days after the day on which Supertouch notified the Customer that the Goods were despatched, the Customer has not accepted delivery of them, Supertouch may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, and the costs of removing any branding applied at the Customer's request, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
5.9 If Supertouch is unable to deliver the whole of the Order at one time due to operational reasons or a shortage in stock, it may delivery the Order in instalments and each instalment shall be invoiced and paid for separately and Supertouch will not charge extra for this. However, if the Customer has requested delivery by instalments, Supertouch will deliver the Goods by instalments and this will be subject to additional delivery charges. Each instalment shall constitute a separate Contract. If Supertouch is late delivering an instalment or if one instalment is faulty, that will not entitle the Customer to cancel any other instalment.
5.10 The Customer shall not be entitled to reject the Goods if Supertouch delivers up to and including 5% (five percent) more or less than the quantity of Goods ordered, but a pro rata adjustment will be made to the Customer's invoice on receipt of notice from the Customer that the wrong quantity of Goods was delivered, subject to the Customer providing Supertouch with evidence to its reasonable satisfaction of the excess or shortfall delivery.
6.1 It is the Customer's responsibility to inspect the Goods at the time of delivery.
6.2 The Customer shall notify Supertouch within three 72 hours after delivery of any defects which a reasonable inspection of the Goods would reveal ("Apparent Defects").
7. OWNERSHIP AND RISK
7.1 The risk in the Goods shall pass to the Customer at the point of delivery.
7.2 Title (ownership) of the Goods shall pass to the Customer when Supertouch receives payment in full (in cleared funds) for:
(a) the Goods; and
(b) any other goods that it has supplied to the Customer, of which payment has become due.
7.3 Until title (ownership) of the Goods has passed to the Customer, the Customer shall:
(a) hold the Goods for Supertouch on a fiduciary basis (as its bailee);
(b) store the Goods separately from all other goods it holds, so that they remain readily identifiable as Supertouch's property;
(c) not remove, deface or obscure any identifying mark/packaging on or relating to the Goods;
(d) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the point of delivery;
(e) notify Supertouch immediately if it becomes subject to an insolvency/bankruptcy event; and
(f) give Supertouch such information relating to the Goods as it may reasonably require,
but the Customer may resell or use the Goods in the ordinary course of its business, subject to these Terms.
7.4 If before title (ownership) to the Goods passes to the Customer, the Customer becomes insolvent/bankrupt or makes an arrangement with its creditors, or Supertouch believes it will do and notifies the Customer accordingly, then, so long as the Goods have not been resold, or incorporated into another product, and without limiting any other right or remedy Supertouch may have, Supertouch can ask the Customer or its liquidator (or anyone similar to a liquidator) to deliver up all Goods in its possession (at the Customer's own expense). If the Customer does not promptly comply, Supertouch can enter any site where the Goods are stored and recover the Goods.
8. Quality AND DEFECTIVE GOODS
8.1 Supertouch warrants that on delivery, the Goods shall:
conform in all material respects with their description;
be free from material defects in design, material and workmanship; and
be fit for any purpose held out by Supertouch.
8.2 The Goods shall be covered by any manufacturer's/supplier's warranty received by Supertouch, to the extent that Supertouch is able to transfer the benefit of it to the Customer.
8.3 Subject to condition 8.4 of this Part 1, if:
the Customer gives notice in writing to Supertouch of an Apparent Defect in accordance with condition 6.2 of this Part 1 above that some or all of the Goods do not comply with the warranty set out in condition 8.1 of this Part 1; and
Supertouch is given a reasonable opportunity of examining such Goods (including, by requesting samples); and
the Customer (if asked to do so by Supertouch at the Customer's cost) returns such Goods (or samples) to Supertouch's premises; and
Supertouch is satisfied that the Goods do not comply with the warranty set out in condition 8.1 of this Part 1,
Supertouch shall, at its sole discretion, and within a reasonable time, repair or replace the defective Goods or refund (by the method of payment used by the Customer to pay for the Goods) the Price of the defective Goods (including any applicable delivery charges the Customer incurs in returning the item) to the Customer in full (within 30 calendar days).
8.4 The warranty set out in condition 8.1 of this Part 1 above does not apply to any defect in the Goods if:
the defect is an Apparent Defect which the Customer failed to report to Supertouch in accordance with condition 6.2 of this Part 1;
the Customer makes any further use of such Goods or re-sells the Goods after giving Supertouch notice of the Apparent Defect;
caused by fair wear and tear;
caused by wilful damage, abnormal storage or working conditions, accident or negligence by the Customer or by any third party;
the Apparent Defect arises because the Customer failed to follow Supertouch's/the manufacturer's instructions or good trade practice as to the storage, use and maintenance of the Goods;
caused by Supertouch applying to the Goods any branding/personalisation specification submitted by the Customer;
the Customer alters/repairs such Goods without the written consent of Supertouch.
8.5 Except as provided in this condition 8 of this Part 1, Supertouch shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in condition 8.1 of this Part 1.
8.6 These Terms shall apply to any repaired/replacement Goods supplied by Supertouch.
9.1 Supertouch may, by giving notice to the Customer at any time, prior to before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
(a) any factor beyond Supertouch's control (including foreign exchange fluctuation, increase in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered; or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give Supertouch adequate or accurate information/instructions; or
(d) if it is discovered that there was a typographical error when the Quotation or other documentation (e.g. sales literature) submitted by Supertouch was prepared.
9.2 The Customer shall pay to Supertouch such additional amounts in respect of VAT/similar levies as are chargeable on the supply of the Goods.
9.3 The Price does not include the costs and charges of packaging (including, pallets and returnable containers), insurance, handling and transport (carriage) of the Goods, which shall be invoiced to the Customer.
10.1 Supertouch may invoice the Customer for the Goods at any time, whether before or after delivery of the Goods. It is the Customer's responsibility to check that any invoice is correct and to notify Supertouch within five (5) Working Days from receipt of the invoice of any errors. The Customer acknowledges that a failure to do so, may result in Supertouch refusing a credit note (in its sole discretion).
10.2 Time for payment shall be of the essence.
10.3 A Customer shall pay the invoice in full:
(a) immediately upon receipt of an invoice from Supertouch;
(b) if the Customer has an account with Supertouch, within 30 calendar days of the date of the invoice,
(unless otherwise agreed in writing between the parties) to Supertouch's nominated bank account.
10.4 In the event that the Customer makes payment by cheque and it is dishonoured, the Customer shall be liable to reimburse Supertouch for any banking/administration charges it incurs.
10.5 Receipts for payment shall be issued to the Customer only upon request.
10.6 Where the Price is to be paid in a currency other than Sterling, Supertouch reserves the right to charge the Customer for any shortfalls in the amount of pounds sterling receivable by Supertouch due to the conversion of the currency by Supertouch's bank.
10.7 If the Customer fails to pay on time, interest on the overdue amount will be charged at the rate of 8% per annum above Barclays Bank plc's base rate from time to time (from the due date until actual payment of the overdue amount, whether before or after judgment). The Customer shall pay the interest together with the overdue amount and reimburse Supertouch for all costs and expenses (including legal expenses) it incurs in recovering the debt.
10.8 Supertouch may at any time, without limiting any other rights it may have, set-off any amount owing to it by the Customer, against any amount payable by Supertouch to the Customer.
10.9 If at any time the Supertouch is not satisfied as to the creditworthiness of any Customer it may give notice in writing to the Customer that no further credit will be allowed to the Customer, in which event, the Customer shall be required to give security deposits in respect of goods already despatched and no further goods will be delivered to the Customer other than against cash payment and notwithstanding any payment terms contained in the Contract, all amounts owed by the Customer to Supertouch shall be immediately payable in cash.
11. CANCELLATIONS & returns
11.1 The Order shall not be withdrawn, canceled, or altered by the Customer prior to delivery unless otherwise agreed by Supertouch in writing.
11.2 If the Customer wishes to return any non-faulty Goods to Supertouch, it must first contact Supertouch on the details below and obtain a return authorisation number (which must be included with the returned goods). The Goods must then be returned by the Customer (at the Customer's own cost) in their original packaging and in a resalable condition.
11.3 The Customer shall incur a 25% handling charge in respect of the return of the non-faulty Goods.
Tel: 0845 1309922 Email: email@example.com
11.4 Supertouch shall not accept Goods returned to it without a return authorisation number
12. TERMINATION AND SUSPENSION
12.1 If the Customer:
(a) becomes subject to an insolvency event/bankruptcy proceedings; or
(b) makes an arrangement with any of its creditors; or
(c) ceases/suspends it business (or any part of it) or threatens to do so; or
(d) Supertouch reasonably believes that the Customer is about to become subject to any event listed in condition 12.1(a) to 12.1.(c) of this Part 1 above, and notifies the Customer accordingly; or
(e) if the Customer fails to pay any amount due under this Contract on the due date for payment, then, without limiting any other right or remedy available to Supertouch, Supertouch may cancel or suspend all further deliveries under the Contract or under any other contract between the Customer and Supertouch without incurring any liability to the Customer.
13. CONSEQUENCES OF TERMINATION
13.1 On termination of the Contract for any reason:
(a) the Customer shall immediately pay to Supertouch any amounts outstanding under the Contract (plus any interest) and, in respect of invoices not yet processed, Supertouch shall send the Customer an invoice which shall be payable by them immediately; and
(b) the Customer shall return the Goods which have not been fully paid for. If the Customer fails to do so, Supertouch can enter its site and repossess them.
13.2 Termination of the Contract, however arising, shall not affect any of the parties' rights, remedies, obligations and liabilities that have accrued as at termination.
13.3 Conditions which expressly or by implication survive termination of the Contract shall continue in full force and effect.
14. SUPERTOUCH'S LIABILITY
14.1 Supertouch only supplies the Goods for use by the Customer's business and the Customer agrees not to use the Goods for any resale purposes without Supertouch's prior written consent.
14.2 Nothing in these Terms shall limit/exclude Supertouch's liability for any matter in respect of which it would be unlawful for Supertouch to exclude or restrict liability (including but not limited to, death/personal injury caused by its negligence, fraud, or breach of certain implied terms, or defective products under the Consumer Protection Act 1987).
14.3 Subject to condition 14.2 of this Part 1 above, Supertouch shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract for:
(a) any loss of profits, sales, business/revenue;
(b) loss or corruption of data, information/software;
(c) loss of business opportunity;
(d) loss of anticipated savings;
(e) loss of goodwill; or
(f) any indirect or consequential loss.
14.4 Subject to condition 14.2 and 14.3 of this Part 1 above, Supertouch's total aggregate liability to the Customer in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the Price.
14.5 Except as expressly stated in these Terms, Supertouch does not give any representation, warranties, or undertakings in respect of the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise (including but not limited to sections 13 to 15 of the Sale of Goods Act 1979), is excluded to the fullest extent permitted by law.
14.6 This condition 14 of this Part 1 shall survive termination of the Contract.
15. UNFORESEEN EVENT
15.1 Supertouch shall not be liable to the Customer for any delay/failure to perform its obligations under this Contract that are due to an Unforeseen Event (meaning: an event beyond its reasonable control, including but not limited to strikes, lock-outs or other industrial disputes, supplier failure, transport network, act of God, war, riot, malicious damage, compliance with any law/regulations, accident, breakdown of plant/machinery, fire, flood, storm, or delay attributable to any utility supplier/carrier).
15.2 If an Unforeseen Event takes place that affects the performance of Supertouch's obligations under the Contract, Supertouch shall contact the Customer as soon as reasonably possible to notify the Customer and Supertouch's obligations under the Contract will be suspended and time for performance of its obligations will be extended for the duration of the Unforeseen Event.
16. OTHER IMPORTANT TERMS
16.1 Supertouch has the right to assign, transfer or subcontract any of its rights under the Contract but the Customer does not, unless agreed by Supertouch in writing.
16.2 These Terms and the Order and Supertouch's acceptance of the Order, constitutes the entire agreement between the parties in relation to the Goods. The Customer acknowledges that it has not relied in any statement, promise or representation made or given by or on behalf of Supertouch which is not set out in these Terms. Nothing in this condition 16.2 of this Part 1 shall limit or exclude Supertouch's liability for fraudulent misrepresentation, or for statements made fraudulently.
(a) any notice or other communication to be given under this Contract shall be in writing, addressed to that party (at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have notified to the other party) and shall be delivered personally or sent by prepaid first-class post or other next Working Day delivery service, or by e-mail;
(b) a notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in this condition 16.3 of this Part 1; if sent by pre-paid first-class post or other next Working Day delivery service, at 9.00 am on the second Working Day after posting, or, if sent by e-mail, one Working Day after transmission; and
(c) these notice requirements do not apply to the service of any legal proceedings/documents.
16.4 Each condition of these Terms operates separately. If any court/relevant authority decides that any of them is unlawful or unenforceable, the remaining conditions shall remain in full force and effect.
16.5 A waiver of any right under the Contract or law is only valid if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
16.6 The Contract is between Supertouch and the Customer. No other person shall have any rights to enforce its Terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
16.7 Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the parties.
16.8 This Contract and any dispute/claim in relation to it (including non-contractual disputes/claims), shall be governed by, and interpreted with, the law of England and Wales and the parties agree to submit to the non-exclusive jurisdiction of the courts of England and Wales.
PART 2: Additional Terms and Conditions relating to Bespoke Goods
The conditions contained in this Part 2, are in addition to the conditions contained in Part 1 and must be read together. In the event of a conflict between the conditions in this Part 2 and the conditions in Part 1, the conditions in this Part 2 shall prevail over Part 1.
1.1 In this Part 2, the following definitions apply:
"Bespoke Goods": the branded/personalised goods made to order as requested by the Customer.
2. SUPPLY OF BESPOKE GOODS
2.1 If the Customer orders Bespoke Goods, the Customer:
(a) is responsible for ensuring that any branding/personalisation specification submitted to Supertouch are accurate and complete; and
(b) shall indemnity Supertouch against all liabilities, costs, expenses (including legal expenses), damages and losses incurred by Supertouch in connection with any claim made against it for actual or alleged infringement of a third party's intellectual property rights as a result of Supertouch using the branding/personalisation specification provided by the Customer.
3.1 The Customer shall pay the Price to Supertouch in accordance with condition 3.2 (below) of this Part 2, unless otherwise agreed in writing by Supertouch.
3.2 The Customer shall pay the Price to Supertouch as follows:
25% of the Price at the time of the Order;
25% when the Bespoke Goods have been despatched; and
50% of the Price within fourteen days of the point of delivery of the Bespoke Goods.
4.1 Unless defective, Supertouch shall not accept the return of Bespoke Goods.
4.2 Bespoke Goods that the Customer deems to be defective, must first, be confirmed to be defective by an independent third party appointed by Supertouch prior to the return of the Bespoke Goods.
4.3 Supertouch shall be entitled to reject any Bespoke Goods that are returned without such confirmation from the independent third party.
5.1 Any Order for Bespoke Goods shall not be withdrawn, canceled or altered by the Customer prior to delivery and the Customer shall be liable for the whole Price.