Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 15.4.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions, and including any special conditions included in the Order Acknowledgment which, to the extent of any conflict, shall prevail.
Customer: the person or firm who purchases the Goods from the Supplier.
End User Guarantee: the guarantee that is provided by the Supplier, at its sole discretion, to end users of certain categories of Goods and which is registered by post in accordance with the terms on the Supplier’s website, details of which are available on request.
Force Majeure Event: an event or circumstance beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including but not limited to, strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), fires, floods, acts of God, exceptional weather, lack of supplies, epidemics, pandemics or similar events, breakdown of plant or machinery, malicious damage, lack of fuel and any failure by third party delivery partners.
Goods: the Supplier’s goods (or any part of them) as set out in the Order.
Goods Guidelines: the written and verbal advice issued by the Supplier in respect of the Goods supplied including advice given via the Supplier’s web chat function on its website, advice given on the Supplier’s social media and YouTube outlets, and which can be found in the Knowledge Hub or otherwise provided by the Supplier on any medium.
Intellectual Property: Intellectual Property patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, and the right to sue for passing off, rights in designs, database right, rights to use, and protect the confidentiality of, confidential information including know-how and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of and rights to claim priority from such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Knowledge Hub: the area of the Supplier’s website which can be found as detailed at the relevant website for the specific product or brand.
Order: the Customer’s verbal or written order for the Goods confirmed by the Supplier’s Order Acknowledgement in accordance with clause 2.4.
Order Acknowledgement: the Supplier’s formal acknowledgment of an Order from the Customer forming the Contract.
Portfolio: the brochure, sales material and collateral presentation material of the Supplier containing details of the Goods, which can be found here https://talasey.co.uk/portfolio-download and as is amended from time to time.
Price List: any price list issued to the Customer by the Supplier as may be varied by the Supplier from time to time in accordance with clause 9.3.2.
Supplier: TALASEY LTD (registered in England and Wales with company number 05158665 whose registered office address is at St Vincent House, St Vincent Avenue, Normanby Road, Scunthorpe, England, DN15 8QT).
1.1 - a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
1.2 - any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.3 - a reference to writing or written includes faxes and emails.
2.1 - These Conditions 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.
2.2 - The Customer hereby acknowledges and confirms that it enters into the Contract as a business.
2.3 - The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete, accurate and fit for the intended purpose.
2.4 - Subject to clause 3, the Order shall only be deemed to be accepted when the Supplier issues a written Order Acknowledgement, at which point the Contract shall come into existence and the customer is committed to pay the full price of the Goods.
2.5 - The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.6 - Any samples, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Portfolio, point of sale material and/or websites are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force. The Goods Guidelines, for the avoidance of doubt, do have contractual force.
2.7 - Any listed price for the Goods given by the Supplier shall not constitute an offer. A Price List shall be issued annually to existing Customers and upon commencement of trade to new Customers.
3.1 - If you place an Order you acknowledge that you are entering into this Contract in the course of a business, you shall be obliged to pay the full price of the Goods, reasonable costs of delivery, reasonable costs of returning the Goods and any costs of processing if you cancel your order at any time after the earlier of:
4.1 - The Goods are described in the Portfolio, website or point of sale material.
4.2 - The Supplier reserves the right to amend the specification of the Goods at its own discretion and without notice and if required by any applicable statutory or regulatory requirements.
4.3 - The Customer agrees that it must only use the Goods strictly in accordance with the Goods Guidelines.
4.4 - The Customer acknowledges and understands that certain factors should be considered when ordering the Goods. It needs to cater for wastage when ordering the Goods as set out in the Goods Guidelines for the relevant Goods, such factors include but are not limited to wastage and ordering in relevant colour batches.
5.1 - The Supplier shall ensure that:
5.2 - The terms of delivery shall be set out in the Order Acknowledgement or as otherwise notified to you by the Supplier or the Supplier’s representative by email. Any notified delivery dates and times are estimates only and subject to change.
5.3 - Where the Supplier is to deliver the Goods, it shall be to the location set out in the Order Acknowledgement or such other location as the parties may agree (“Delivery Location”) at any time after the Supplier notifies the Customer (by email) that the Goods are ready. All Goods are delivered and unloaded curb side at the Delivery Location.
5.4 - Where the delivery terms require the Customer or any third party on its behalf to unload the Goods, it shall be the responsibility of the Customer to arrange appropriate insurance and to contract with any third parties.
5.5 - Any dates quoted for delivery are approximate only (including where the Customer has requested and paid for priority delivery), and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.6 - If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. In particular, the Customer understands and agrees that the Supplier does not have any liability nor responsibility for any costs, delays or claims that the Customer may have incurred as a result of any late delivery.
5.7 - If the Customer fails to accept delivery of the Goods as applicable within 3 Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract:
5.8 - If 10 Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, 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 the Supplier delivers up to and including 5% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, a pro rata adjustment shall be made to the Order invoice.
5.10 - The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5.11 - The Customer shall ensure that at all times it provides all reasonable assistance as the Supplier may require in respect of facilitating delivery as defined in any delivery guidelines provided by the Supplier or its representative. In particular, the Customer must ensure that at all times it (or its customers) shall provide free access and appropriate delivery facilities and will comply with any reasonable instructions of the Supplier, including providing access for a 40-foot articulated vehicle with the ability to unload the Goods. If, for any reason, such access cannot be provided, the Customer must notify the Supplier in writing at least 48 hours before the date of delivery and the Supplier reserves the right to invoice for additional charges incurred by the Supplier due to any failure or delay in delivery as a result of additional costs incurred to facilitate delivery.
5.12 - Upon completion of delivery in accordance with this clause 5, it is the Customer’s sole responsibility to ensure that it complies with all relevant health and safety rules and regulations, including in relation to the safe handling and the subsequent use of the Goods.
6.1 - Subject to:
the Customer may, at the sole determination of the Supplier return Goods to the Supplier within 10 working days of delivery of the Goods, subject always and strictly to the following conditions that:
6.2 - If upon inspection of any returned Goods, the Supplier acting reasonably determines that the Goods are not in a resalable condition, the Supplier shall invoice the Customer for the returned Goods, any charges incurred in recovery of the Goods and any related delivery charges.
6.3 - Notwithstanding clause 6.1, where the Goods have been:
and the Customer wishes to return such Goods to the Supplier, the Supplier will invoice the Customer such additional costs (including labour and packaging costs) it has incurred by reason of the Goods being manufactured in accordance with a bespoke manufacturing specification or otherwise prepared specifically for the Customer in addition to any costs recoverable under conditions 6.1.3 to 6.1.5.
7.1 - The Supplier warrants that on delivery the Goods shall:
7.2 - Subject to clause 7.3, if:
7.3 - The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in clause 7.1 in any of the following events:
7.4 - Except as provided in this clause 7, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 7.1.
7.5 - The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract. No other representations or warranties are given by the Supplier in respect of the Goods save to the extent that an End User Guarantee is provided by the Supplier to end user of the Goods in respect of a specific category of Goods upon the registration of such End User Guarantee in accordance with the terms on the Supplier’s website.
7.6 - The Customer hereby acknowledges that the Goods and any samples of the Goods may vary from any images provided in the Portfolio or on the Supplier’s website and such images are for illustrative purposes only. The Supplier cannot guarantee that a device’s display of the colours accurately reflects the colour of the Goods or any samples. Where a sample has been provided to the Customer, the Customer herby accepts that such samples may not be representative of the final Goods due to variations in natural materials.
8.1 - The risk in the Goods shall pass to the Customer on completion of delivery.
8.2 - Title to the Goods shall not pass to the Customer until the earlier of:
8.3 - Until title to the Goods has passed to the Customer, the Customer shall:
8.4 - Subject to clause 8.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time it does so as principal and not as the Supplier’s agent and title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
8.5 - If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 10.1, then, without limiting any other right or remedy the Supplier may have:
9.1 - The price of the Goods shall be the price set out in the Order Acknowledgment and the Price List. In the event of an inconsistency between the price in the Order Acknowledgment and the price in the Price List, the price in the Order Acknowledgement shall take precedence.
9.2 - The price specified in the Order Acknowledgement is based upon the delivery terms specified in the Order Acknowledgement or as notified by the Supplier. Subject to clauses 3 and 9.3, any changes to the Goods or delivery terms (including pursuant to clause 5.11) after the Order Acknowledgement has been issued, or timing of delivery will be agreed in writing between the parties and may be subject to additional costs being charged to the Customer based on the costs incurred by the Supplier in meeting the requested changes which the Supplier shall be entitled to invoice the Customer separately for. The Supplier shall be entitled at its discretion to vary the Price List and, where it decides to do so, it shall give the Customer not less than seven days’ written notice.
9.3 - The price specified in the Order Acknowledgement may also be subject to additional charges being incurred where the Supplier can demonstrate that additional costs have been incurred in performing the Order as a result of the following:
any such costs shall be invoiced to the Customer and payable in accordance with clauses 9.6 and 9.7.
9.4 - If the Supplier notifies the Customer that a price change is necessary in accordance with clause 9.3, the Supplier will ask the Customer to reissue an amended purchase order (with the same purchase order number), which the Supplier shall acknowledge on the same terms as the existing purchase order.
9.5 - The price of the Goods:
9.6 - The Supplier may invoice the Customer for the Goods at any time after the Supplier has issued the Order Acknowledgement.
9.7 - The Customer shall pay the invoice in full and in cleared funds by the end of the month following the month the invoice was dated unless varied by the Supplier in writing.
9.8 - The Customer shall pay the interest on any overdue amounts in accordance with the interest rate set by the Late Payment of Commercial Debts (Interest) Act 1998 together with the overdue amount. The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
10.1 - Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:
10.2 - Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 10.1.1 to clause 10.1.4, or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
10.3 - Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
10.4 - On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest.
10.5 - Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.
10.6 - Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
11.1 - The Customer acknowledges that all Intellectual Property rights in the Goods or any brand of the Supplier shall vest in the Supplier or its third-party licensors (as the case may be).
11.2 - No right or licence is granted to the Customer in respect of the Intellectual Property rights of the Supplier, except the right to use, or re-sell the Goods in the Customer’s ordinary course of business and only in accordance with the Supplier’s standard brand guidelines, which are available upon request.
12.1 - Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
12.2 - Subject to clause 12.1:
12.3 - The Supplier hereby excludes to the fullest extent permitted in law, all conditions and warranties, whether express (other than as set out in these Conditions) or implied, statutory, customary or otherwise which, but for such exclusion, would or might subsist in favour of the Customer.
12.4 - The Customer acknowledges that the Supplier will have no responsibility or liability or input or control over or enter any contractual arrangement that the Customer may seek to agree with its customers in respect of the Goods, save in relation to any End User Guarantee.
12.5 - The Customer acknowledges its responsibility for ensuring that its customers are made aware of the Goods Guidelines.
12.6 - The Customer acknowledges that the above provisions of this clause 12 are reasonable and reflected in the price, and the Customer will accept such risk accordingly.
The information in the Portfolio and/or the Talasey Ltd website is for guidance purposes only and is intended to assist the Customer in its purchase and enjoyment of the Goods. The Supplier shall have no responsibility or liability, howsoever arising, in relation to the Customer’s reliance on the information provided in the Portfolio and/or the website and the Supplier’s sole liability shall be as provided at clause 12 to the Customer or to any end user in any End User Guarantee. All guidance provided by the Supplier is generic and professional advice should always be sought in respect of the use of the Goods and any applicable local environmental and building regulations. The Customer undertakes to make the position outlined in this Condition 13 is clear in any marketing or sales material issued to any end user of the Goods.
14.1 - Neither party shall be in breach of the contract nor liable for delay in performing, or failure to perform, any of its obligations under it if such a delay or failure result from a Force Majeure Event.
14.2 - The Supplier shall use all reasonable endeavours to mitigate the effect of a Force Majeure Event on the performance of its obligations.
14.3 - If a Force Majeure Event prevents, hinders or delays the Supplier’s performance of its obligations for a continuous period of more than 3 months, the Customer may terminate the Contract immediately by giving written notice to the Supplier.
15.1: Assignment and other dealings
15.2: Confidentiality
15.3: Entire agreement
15.4: Variation
Unless otherwise provided in these Conditions, no variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
15.5: Waiver
No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. 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.
15.6: Severance
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
15.7: Notices
15.8: Third party rights
No one other than a party to this Contract shall have any right to enforce any of its terms.
15.9: Governing law and Jurisdiction
The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales. 13.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.
