Tich Touch Ltd Terms & Conditions

Tich Touch Ltd – STANDARD CONDITIONS OF SALE

1 Definitions

In these conditions, the following definitions shall apply:

1.1 ‘Buyer’ means the person who buys or agrees to buy the Goods/System from Tich Touch Ltd.

1.2 ‘Conditions’ means the terms and conditions of sale set out in this contract and any special terms and conditions agreed in writing by Tich Touch Ltd.

1.3 ‘Delivery Date’ means the date specified by Tich Touch Ltd. when the Goods are to be delivered.

1.4 ‘Goods ‘mean the articles/system which the Buyer agrees to buy from Tich Touch Ltd. and pay in full.

1.5 ‘Price’ means the price for the Goods excluding carriage, packing, insurance and VAT.

1.6 ‘Tich Touch Ltd.’ means Tich Touch Limited of, 8 Crown Road, Borehamwood, WD6 5JH, Hertfordshire a company registered in England and Wales.

2 Conditions Applicable

2.1 These Conditions shall apply to all contracts for the sale of Goods by Tich Touch Ltd. to

the Buyer to the exclusion of all other terms and conditions including any terms and

conditions which the Buyer may purport to apply under any purchase order, confirmation

of order or similar document.

2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods

pursuant to these Conditions.

2.3 Placement of purchase order for the Goods shall be deemed conclusive evidence of the

Buyers acceptance of these Conditions.

3 Price and Payment

3.1 The Price of the Goods shall be Tich Touch Ltd’s quoted price which shall be binding on

Tich Touch Ltd. provided that the Buyer shall accept Tich Touch Ltd’s quoted Price

within the validity period stated on the written quotation. Tich Touch Ltd may by giving

notice to the Buyer at any time up to 7 days before delivery increase the Price of the

Goods to reflect any increase in the cost to Tich Touch Ltd which is due to any increased

cost of labour, transportation, materials and other manufacturing costs of the Goods

provided that the Buyer may cancel this contract within 3 days of any such notice from

Tich Touch Ltd. The Price is exclusive of VAT which shall be due at the rate ruling on the

date of VAT invoice per government statutory instruments or acts.

All estimates are valid for 3 months from the accepted date and any work including

materials that falls unpaid over this period is due for payment.

All work must be covered by our standard deposit which is 50% or a rounded pre-agreed

figure of the whole amount with the balance due and payable upon completion and hand

over.

3.2 Payment of the price and VAT shall be due as follows; half the total on acceptance of the

estimate/quotation, the balance on completion of the job, unless otherwise agreed in

writing. Tich Touch Ltd shall not be bound to deliver the Goods until the Buyer has paid

all outstanding monies owed. Payment of any outstanding amounts due to Tich Touch Ltd

shall be made on the Delivery/Completion Date of the Goods/main system even if minor

touch ups are still to be finalized. The client’s consumer rights are not substituted by

these Terms and Conditions.

3.3 Tich Touch Ltd term are 7 days from invoiced date If the Buyer fails to pay an invoice on

the due date then without Prejudice Tich Touch Ltd reserve the right to firstly add a

administrative fee of £25 and then after 7 days 5% per annum thereafter on invoices

outstanding and unpaid in full or part.

If work that has been started goes past 3 months without completion Tich Touch Ltd will

invoice for work that is already completed including labour and parts plus vat.

3.3.1 suspend or cancel deliveries of any Goods due to the Buyer; and/or

3.3.2 Appropriate any payment made by the Buyer to such of the Goods (or Goods supplied

under any other contract with the buyer) as Tich Touch Ltd may in its sole discretion

think fit.

3.4 Interest on overdue invoices shall accrue from the date when payment becomes due from

day to day until the date of payment at a rate of 5% above Barclays Bank base rate from

time to time in force and shall accrue at such a rate after as well as before any judgment.

4 The Goods/System

4.1 The quantity and description of the goods shall be as set out in Tich Touch Ltd quotation

4.2 The Goods/System shall be supplied in accordance with the description contained in Tich

Touch Ltd specification per quotation as accepted by the Buyer, as well as in accordance

with all applicable or international standards which relate specifically to the Goods.

4.3 Tich Touch Ltd may from time to time make changes in the specification of the Goods

which are required to comply with any applicable technological changes, safety or

statutory requirements.

4.4

Tich Touch Ltd does not agree to provide advice or assistance on the installation of the

Goods by the Buyer and/or any third party other than Tich Touch Ltd technicians and/or

trained personnel. The only exception will be approved installers on our register available

upon request.

5 Warranties

Tich Touch Ltd warrants that the Goods supplied will at the time of delivery correspond to the

description given by Tich Touch Ltd subject to clause 4.2 and as stated in the Estimate/Quotation

accepted by the Buyer. All other warranties, conditions or terms relating to fitness for purpose,

quality or condition of the Goods, whether express or implied by statute or common law or

otherwise are excluded to the fullest extent permitted by law.

6 Delivery of the Goods

6.1 Delivery of the Goods shall be made to the Buyer’s address as notified to Tich Touch Ltd

by the Buyer being the location of the quotation. The Goods may be delivered in advance

of the Delivery Date upon the giving of reasonable notice to the Buyer. The Buyer shall

make all arrangements to take delivery of the Goods whenever they are tendered for

delivery.

6.2 Tich Touch Ltd may deliver the Goods by separate installments.

6.3 The failure or refusal of the Buyer to take delivery of the Goods including any delivery by

installments on the due dates shall entitle Tich Touch Ltd:

6.3.1 without notice to suspend further deliveries of the Goods pending payment by the Buyer

for any Goods already received by the Buyer; and/or

6.3.2 Treat this contract as repudiated by the Buyer.

6.4 On imported Goods the Buyer shall promptly obtain all necessary import licenses,

clearances and other consents necessary for the purchase of the Goods. Tich Touch Ltd

shall promptly upon request supply all documents reasonably required by the Buyer for

this purpose.

6.5 Tich Touch Ltd shall not be liable for any loss or damage whatever due to failure by Tich

Touch Ltd to deliver the Goods (or any of them) promptly or at all. Notwithstanding that

Tich Touch Ltd may have delayed or failed to deliver the Goods (or any of them)

promptly the buyer shall be bound to accept delivery shall be tendered at any time within

validity period of the accepted estimate.

7 Acceptance of the Goods

7.1 No Goods delivered to the Buyer which are in accordance with these terms and conditions

of contract will be accepted for return without the prior written approval of Tich Touch

Ltd and provided that the Buyer shall comply with Tich Touch Ltd returns authorization

procedures and on any other terms which may be determined at the absolute discretion of

Tich Touch Ltd. Currently returns are at 10% handling charge.

7.2

If Tich Touch Ltd agrees to accept any such Goods which are returned subject to clause

7.1 Tich Touch Ltd reserves the right to levy a handling charge of 10% of the invoice

price. Such Goods must be returned by the Buyer carriage-paid to Tich Touch Ltd in their

original packaging.

7.3 The Buyer will have the right to return Goods which are not in accordance with these

terms and conditions of contract within 5 days of receipt of delivery of the same provided

that the Buyer complies in full with Tich Touch Ltd returns authorization procedure.

7.4 For the purposes of this contract Goods shall not conform to these terms and conditions of

contract if there is any substantive defect, damage, shortage in quantity or significant

failure to comply with description stated or sample.

7.5 Goods returned without the prior written approval of Tich Touch Ltd may at Tich Touch

Ltd absolute discretion be returned to the Buyer or stored at the Buyer’s cost without

prejudice to any rights or remedies Tich Touch Ltd may have.

7.6 Notwithstanding the receipt by Tich Touch Ltd of any notice of return of the Goods by the

Buyer for any reason a clear signature on a carriers’ note shall be deemed to signify

acceptance of the Goods by the Buyer.

8 Retention of Title

8.1 The Goods shall be at the Buyer’s risk as from delivery to the Buyer’s address and

signature in the delivery note by any authorized representative of the Buyer.

Tich Touch Ltd retains ownership of goods until invoices are paid in full.

Tich Touch Ltd expects a payment in full otherwise warranty is void on the system

installed.

8.2 In spite of delivery having been made title in the Goods shall not pass from Tich Touch

Ltd until:

8.2.1 the Buyer shall have paid the price plus VAT in full; and

8.2.2 No other sums whatever shall be due from the Buyer to Tich Touch Ltd.

8.3 Until the title in the Goods passes to the Buyer in accordance with clause 8.2 the buyer

shall hold the Goods and each of them on a fiduciary basis as bailer for Tich Touch Ltd.

The Buyer shall store the Goods (at no cost to Tich Touch Ltd) separately from all other

goods in its possession and marked in such a way that they are clearly identified as Tich

Touch Ltd’s property.

8.4 Notwithstanding that the Goods (or any of them) remain the property of Tich Touch Ltd

the Buyer may sell or use the Goods in the ordinary course of the Buyer’s business at full

market value for the account of Tich Touch Ltd. Any such sale or dealing shall be a sale

or use of Tich Touch Ltd’s property by the Buyer on the Buyer’s own behalf and the

Buyer shall deal as principal when making such sales or dealings. Until property in the

Goods passes from Tich Touch Ltd the entire proceeds of sale or otherwise of the Goods

shall be held in trust for Tich Touch Ltd and shall not be mixed with other money or paid

into any overdrawn bank account and shall be at all material times be as Tich Touch Ltd’s

money.

8.5

Tich Touch Ltd shall be entitled to recover the price (plus VAT) notwithstanding that

property in any Goods has not passed from Tich Touch Ltd.

8.6 Until such time as property in the Goods passes from Tich Touch Ltd, the Buyer shall

upon request deliver up such of the Goods as have not ceased to be in existence or resold

to Tich Touch Ltd. If the Buyer fails to do so, Tich Touch Ltd may enter upon any

premises owned occupied or controlled by the Buyer where the Goods are situated and

repossess the Goods. On the making of such request the rights of the Buyer under clause

8.4 shall cease.

8.7 The Buyer shall not pledge or in any way charge by way of security for any indebtedness

any of the Goods which are the property of Tich Touch Ltd. Without prejudice to the

other rights of Tich Touch Ltd, if the Buyer does so all sums whatever owing by the

Buyer to Tich Touch Ltd shall forthwith become due and payable.

8.8 The Buyer shall insure and keep insured the Goods to the full Price against ‘all risks’ to

the reasonable satisfaction of Tich Touch Ltd until the date that title in the Goods passes

from Tich Touch Ltd and shall whenever requested by Tich Touch Ltd produce a copy of

the policy of insurance. Without prejudice to the other rights of Tich Touch Ltd, if the

Buyer fails to do so all sums whatever owing by the Buyer to Tich Touch Ltd shall

forthwith become due and payable.

9 Liability

9.1 In the event of any breach of this contract by Tich Touch Ltd the remedies of the Buyer

shall be limited to damages as set out in clause 9.2.

9.2 Tich Touch Ltd shall be under no liability whatever to the Buyer for any indirect loss

and/or expense (including loss of profit) suffered by the Buyer arising out of a breach by

Tich Touch Ltd of this contract and the liability of Tich Touch Ltd shall be strictly limited

to the Price of the Goods.

9.3 In the event that the Buyer declines to accept the Goods in breach of this contract the

Buyer shall pay to Tich Touch Ltd as and by way of agreed liquidated damages an amount

equal to the price of the Goods less the net proceeds received by Tich Touch Ltd on

reselling the Goods after deducting the costs and expenses of resale.

10 Intellectual Property

Any intellectual property rights of the Goods including but not limited to patents, registered or

unregistered designs, trademarks and copyright shall be the property of Tich Touch Ltd. Where

any designs or specifications have been supplied by the Buyer for manufacture by Tich Touch

Ltd or to the order of the Buyer then the Buyer Warrants that the use of those designs or

specifications for the manufacture, processing, assembly or supply of the Goods shall not

infringe the intellectual property rights of any third party.

11

Force Majeure

11.1 Neither party will be liable for any delay in performing or failure to perform any of its

obligations under this contract caused by events beyond its reasonable control (‘Force

Majeure Event’).

11.2 The Party claiming the Force Majeure Event will promptly notify the other in writing of

the reasons for the delay or stoppage (and the likely duration) and will take all reasonable

steps to overcome the delay or stoppage.

11.3 If the party claiming the Force Majeure Event has compiled with clause 11.2 its

performance under this contract will be suspended for the period that the Force Majeure

Events continue.

11.3.1 any costs arising from the delay or stoppage will be borne by the party incurring those

costs;

11.3.2 either party may, if the delay or stoppage continues for more than 30 continuous days,

terminate this contract with immediate effect on giving written notice to the other and

neither party will be liable to the other for such termination; and

11.3.3 the party claiming the Force Majeure Event will take all necessary steps to bring that

event to a close or to find a solution by which this contract may be performed despite the

Force Majeure Event.

12 Set Off

Not with standing anything contained or implied in this contract Tich Touch Ltd may set off

against any money which would otherwise be owing by Tich Touch Ltd to the Buyer under or

pursuant to this contract unless or until the Buyer has paid, satisfied or discharged all monies,

debts or other liabilities due or owing to Tich Touch Ltd. All payments made by the Buyer under

this contract shall be made in full without any set-off or counter claim whatever.

13 Insolvency

If the Buyer fails to make payment for the Goods in accordance with this contract or commits

any other breach of this contract or if any distress or execution shall be levied upon any of the

Buyer’s goods or if the Buyer offers to make any arrangement with its creditors or if any

bankruptcy petition is presented against the Buyer or the Buyer is unable to pay its debts as they

fall due or if being a limited company any resolution or petition to wind up the Buyer (other than

for the purpose of amalgamation or reconstruction without insolvency) shall be passed or

presented or if a receiver, administrative receiver or manager shall be appointed over the whole

or any part of the Buyers business or assets or if the Buyer shall suffer any analogous

proceedings under foreign law all sums outstanding in respect of the Goods shall become

payable immediately. Tich Touch Ltd may in its absolute discretion and without prejudice to any

other rights it may have:-

13.1 suspend all future deliveries of Goods to the Buyer and/or terminate this contract without

any liability upon its part and/or

13.2 Exercise any of its rights pursuant to clause 8.

14 Assignment

14.1 Tich Touch Ltd may assign transfer or sub-contract its rights or obligations of this

contract to any third party.

14.2

The Buyer shall not assign transfer or sub-contract its rights or obligations of this contract

without the prior written consent of Tich Touch Ltd such consent not to be unreasonably

withheld.

15 Waiver

Neither Tich Touch Ltd’s failure to exercise any power given to Tich Touch Ltd under this

contract or to insist upon strict compliance by the Buyer with any obligation under it, nor shall

any custom or practice of Tich Touch Ltd or the Buyer constitute any waiver of any of Tich

Touch Ltd’s rights under this contract. Waiver by Tich Touch Ltd of any particular default by the

Buyer must be in writing and shall not affect or impair Tich Touch Ltd’s rights in respect of any

subsequent default of any kind by the Buyer, nor shall any delay by or omission of Tich Touch

Ltd to exercise any rights arising from any of the Buyer’s defaults affect or impair Tich Touch

Ltd’s rights in respect of the said default or any default of any kind.

16 Notices

Any notice required to be given for the purposes of this contract must be given by sending it by

pre-paid first class post or fax, or by delivery by hand at the relevant address shown in this

contract or such other address as has been notified in accordance with this clause by the party

concerned as being its address for the purposes of this clause. Any notice sent by post shall be

deemed to have been served 2 days after posting. In proving service it shall be sufficient to prove

that a notice was properly addressed and stamped and put into the post. Any notice sent by fax

shall be deemed to have been served on the next business day following the date of dispatch of it.

Any notice delivered by hand shall be deemed to have been served when physically delivered at

the relevant address.