TALLON INTERNATIONAL LIMITED

Website terms and conditions (version 2.0)

(1) Introduction

These terms and conditions govern your use of our website; by using our website, you accept these terms and conditions in full. If you disagree with any part of these terms and conditions, do not use our website.

(2) Intellectual property rights

Unless otherwise stated, we or our licensors own the intellectual property rights in the website and material on the website. Subject to the licence below, all these intellectual property rights are reserved. All designs on our website are governed by the Copyright, Designs and Patents Act 1988.

(3) Licence to use website

You may view, download for caching purposes only, and print pages from the website for your own personal use, subject to the restrictions below.

You must not:

(a) republish material from this website (including republication on another website with prior consent from the company);

(b) sell, rent or otherwise sub-license material on the website without a written agreement with the company;

(c) reproduce, duplicate, copy or otherwise exploit material on our website for a commercial purpose;

(d) edit or otherwise modify any material on the website; or

(e) redistribute material from this website [except for content specifically and expressly made available for redistribution [(such as our newsletter and specified goods / services)].

[Where content is specifically made available for redistribution, it may only be redistributed within your business.

(4) Limitations of liability

The information on this website is provided free-of-charge, and you acknowledge that it would be unreasonable to hold us liable in respect of this website and the information on this website.

Whilst we endeavour to ensure that the information on this website is correct, we do not warrant its completeness or accuracy; nor do we commit to ensuring that the website remains available or that the material on the website is kept up-to-date. Prices, images or any other product specific information is given as a guide only and is subject to change without prior notice from the company. Prices will be confirmed at time of order acknowledgment.

To the maximum extent permitted by applicable law we exclude all representations, warranties and conditions (including, without limitation, the conditions implied by law of satisfactory quality, fitness for purpose and the use of reasonable care and skill).

Our liability is limited and excluded to the maximum extent permitted under applicable law. We will not be liable for any direct or indirect loss or damage arising under these terms and conditions or in connection with our website, whether arising in tort, contract, or otherwise. Without limiting the generality of the foregoing exclusion, we will not be liable for any loss of profit, contracts, business, goodwill, data, income, revenue or anticipated savings arising under terms and conditions or in connection with our website, whether direct or indirect, and whether arising in tort, contract, or otherwise.

However, nothing in these terms and conditions shall exclude or limit our liability for fraud, for death or personal injury caused by our negligence, or for any other liability which cannot be excluded or limited under applicable law.

(5) Restricted access

Access to certain areas of our website may be restricted. We reserve the right to restrict access to other areas of our website, or indeed our whole website, at our discretion.

If we provide you with a user ID and password to enable you to access restricted areas of our website or other content or services, you must ensure that that user ID and password is kept confidential. You accept responsibility for all activities that occur under your user ID or password.

We may disable your user ID and password at our sole discretion OR[if you breach any of the policies or terms governing your use of our website or any other contractual obligation you owe to us.

(6) Bulletin board / chat room / product reviews & comments

You must not use our website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website.

You must not use our website in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

You must not use our website for any purposes related to marketing without our express written consent.

You must not use our website to copy, publish or send mass mailings or spam.

You must not use our website to copy, publish or send material which is illegal or unlawful, or material which could give rise to legal action under English and other applicable law. All material you copy, publish or send via our website must not be defamatory, obscene, indecent, hateful, discriminatory or inflammatory; such material must not infringe any person’s intellectual property rights or rights of confidence, impinge upon any person’s privacy, or constitute incitement to commit a crime; further, material must not be misleading, deceptive, sexually explicit, threatening, abusive, harassing or menacing.

We reserve the right to edit or remove any material posted upon our website.

We may take such action as we deem appropriate to deal with the posting of unsuitable material, including suspending or cancelling your account, restricting your access to our website, or commencing legal proceedings against you.

In respect of all material that you post on our website, you grant to us a worldwide, irrevocable, non-exclusive, royalty-free licence to use, reproduce, adapt, publish, translate and distribute such material in any media, together with the right to sub-licence such rights.

(7) Variation

We may revise these terms and conditions from time-to-time. Please check this page regularly to ensure you are familiar with the current version.

(8) Entire agreement

These terms and condition, together with our privacy policy, constitute the entire agreement between you and us in relation to your use of our website, and supersede all previous agreements in respect of your use of this website.

(9) Law and jurisdiction

These terms and conditions will be governed by and construed in accordance with English law, and any disputes relating to these terms and conditions shall be subject to the exclusive jurisdiction of the courts of England.

[(10) Registrations and authorisations

We are registered with Giftware Association. You can find the online version of the register at [www.ga-uk.org]. Our registration number is 3390.
We are registered with The British Association of Aerosol Manufactirers (BAMA). You can find the online version of the register at [www.bama.co.uk].
We are registered with WEEE Link for Waste Electrical and Electronic Equipment Directive (WEEE Directive) . Our membership number is WEE/FC0399UU.

“The European Union (EU) Waste Electrical and Electronic Equipment Directive (EU WEEE Directive) requires producers of electrical and electronic equipment to finance the takeback and recycling of their products placed on the EU market after August 13, 2005.

Products in scope of the EU WEEE Directive are labelled with a crossed-out "wheelie-bin" symbol as required by this directive. The symbol indicates that the product was placed on the market after August 13, 2005 and that end users should segregate the product from other waste at end-of- life.

This symbol means that the product should not be disposed of with your other household waste. It is your responsibility to dispose of your waste equipment separately from the municipal waste stream.

The correct disposal of your end-of-life equipment will help prevent potential negative consequences for the environment and human health.”

Our VAT number is GB 307 079 759.

(11) Our contact details

The full name of our company is TALLON INTERNATIONAL LIMITED. We are registered in England & Wales under registration number 1153586. Our registered address is UNIT 4, CYAN PARK, COVENTRY, CV2 4QP.

You can contact us by email to ENQUIRIES@TALLON.CO.UK.

STANDARD CONDITIONS OF SALE

1. INTERPRETATION

1.1 In these Conditions: “the Company” means Tallon International Limited whose registered office is at Unit 4 Cyan Park, Phoenix Way, Coventry CV2 4QP; “the Customer” means the person firm company or body whose order for the Goods is accepted by the Company; “Goods” means the Goods (including any instalment of the Goods or any parts of them) agreed to be supplied to the Customer in the Contract; and “Contract” means any contract between the Company and the Customer for the sale and purchase of the Goods.

1. A reference to a law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment thereof and includes any subordinate legislation for the time being made under it. Words in the singular mean the plural and in the plural include the singular. Clause headings do not affect the interpretation of these Conditions.
2. BASIS OF THE SALE

2.1 These Conditions shall apply to all contracts of sale by the Company, whether such contracts are concluded orally or in writing, shall take precedence over all other terms or conditions of trading previously issued by the Company and shall apply to the exclusion of all terms or conditions of purchase or other conflicting terms or conditions which may be issued, provided or referred to by the Customer.

2.2 No variations to these Conditions shall be binding unless the same are varied in writing, signed by a director of the Company and such signed variation is endorsed upon the Company’s formal written acceptance of the order from the Customer.

2.3 These Conditions shall apply to the Contract between the Company and the Customer and to all subsequent contracts between the Company These Conditions shall apply not only to the Contract and all subsequent contracts between the Company and the Customer but also to all orders subsequently placed by the Customer with the Company, unless and until replaced by a revised edition issued by the Company of which the Customer has received a copy.

2.4 All quotations by the Company are deemed to be invitations to treat and shall not be offers in law, and unless otherwise stated on such quotation and provided that the Company has not previously withdrawn it, any quotation is valid for the period of 28 days only from its date. Prior to the Company’s formal acceptance of any order by the sending of a written acceptance of order, no quotation or written or oral communication made by the Company to the Customer, nor any information about the price, availability, delivery, design, specification or description of the Goods given to the Customer, shall have any contractual effect.

2.5 The Customer’s offer to purchase any Goods from the Company must be notified to the Company in writing. The Company is not obliged to accept any order. No contract shall come into existence between the Customer and the Company until the Customer is in receipt of the Company’s written acceptance of the order. The Customer shall ensure that the terms of its order are complete and accurate and shall check that the Company's order acknowledgment and invoice correspond with the Customer's order.

2.6 Whilst the Company makes every effort to ensure that pictorial representations and descriptions of Goods in catalogues and promotional literature are accurate, the same do not form part of the description of Goods and under no circumstances shall the Company have any liability in respect thereof. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information used by the Company shall be subject to correction without any liability on the Company.

1. PRICE OF THE GOODS

3.1 Notwithstanding the terms of any quotation issued by the Company, the price for the Goods shall be that agreed by the Company in its written acceptance of the Customer’s order.

3.2 If at the Customer’s request the Goods are delivered by a method other than that normally used by the Company at that date, then the full cost of such delivery will be charged to the Customer in addition to the price of the Goods. If any order from a Customer is for fewer than six mixed cases of Goods then the Customer will pay the full cost of delivery plus 10% in addition to the price of the Goods.

3.3 The price is exclusive of any applicable Value Tax at the then prevailing rate and of all other charges, duties, fees or taxes of any nature, which the Customer shall be additionally liable to pay to the Company.

1. TERMS OF PAYMENT

4.1 The time of payment of the price shall be the essence of the Contract. Except in cases where (prior to despatch by the Company) the Company has agreed to allow credit to the Customer, all Goods must be paid for in full against pro forma invoice prior to despatch. Where the Company has agreed credit terms, payment must be made strictly in accordance with those terms.

4.2 The Customer shall make payment in full pursuant to the Contract, without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.

4.3 If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to (a) cancel the Contract or suspend any further deliveries to the Customer and/or (b) repossess the Goods in the manner stipulated in Condition 9.6 herein and resell the Goods in the manner stipulated in Condition 9.7 herein and/or (c) charge the Customer interest (both before and after any judgment) on the amount unpaid in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

1. DELIVERY

5.1 Unless otherwise expressly stated on the Company’s written acceptance of order, any dates given are estimates only and in no circumstances shall the Company be liable for any delay in delivery or performance howsoever arising. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Company in writing.

5.2 Unless otherwise expressly stated on the Company’s written acceptance of order, the Company shall deliver the Goods to UK customers by delivery to the Customer’s UK premises and to non-UK customers by delivery FCA to the Customer’s nominated carrier or delivery location.

5.3 Where for any reason howsoever arising the Company considers that it is unable to make complete delivery of all the Goods forming a part of any Contract with the Customer the Company may delay such delivery or make partial delivery on one or more occasion as it considers possible and the Customer’s obligation to pay shall be correspondingly delayed or as the case may be proportionately reduced.

5.4 It is the Customer’s obligation to obtain prior to any anticipated date of delivery any consents, licences and permissions which may be required for the export of Goods from the UK and/or import into the country where the Goods are to be delivered.

1. INSTALMENT CONTRACTS

6.1 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and the times set out in the Contract for the performance of any act shall relate to each instalment as if it were a separate contract, and where for any reason howsoever arising the Company considers that it is unable to make complete delivery of any parcel or instalment of Goods the Company may delay such partial delivery on one or more occasions as it considers possible and the Customer’s obligation to pay shall be correspondingly delayed or as the case may be proportionately reduced. Failure by the Company to deliver any one or more of the instalments in accordance with these Conditions, or any claim by the Customer in respect of any one or more such instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.

6.2 Where payment is to be made to the Company by instalment, each instalment shall be treated as a balance due under a separate contract.

6.3 If any instalment of any payment in respect of any Contract is in arrear the Company may at any time while such arrears continue stop any further deliveries to the Customer until the same is paid together with interest in full up to the date of payment, and the Company may commence proceedings to recover the same but this right shall be without prejudice to any other available right or remedy of the Company.

6.4 This Condition 6 shall apply where the Company makes partial deliveries pursuant to Condition 5.3 hereof.

1. NON DELIVERY, SHORTGAGES AND DAMAGE IN TRANSIT

Any claims for non delivery of Goods (or any instalment of Goods) must be made to the Company in writing within fourteen days of the date of the Company’s invoice for such Goods. Claims for any shortages in delivery and/or in respect of Goods which were damaged on receipt must be in writing to the Company within three working days of the date on which the Goods were delivered to the Customer.

1. COMPANY’S WARRANTY AND LIABILITIES 
   1. The Company warrants that the Goods shall be free of defects in materials and/or workmanship.

8.2 The Company's warranty in Clause 7.1 is limited to the replacement of defective Goods or parts (as applicable) and does not extend to other loss or damage arising from use of the Goods. It does not cover defects from any improper handling, storage or use.

8.3 All warranties, conditions and other terms implied by statute or common law (including without limitation any term as to satisfactory quality or fitness for purpose but save for the conditions implied by section 12 of the Sale of Goods Act 1979) are to the fullest extent permitted by law excluded from the Contract.

8.4 Subject to Clause 8.6:

(a) the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise arising in connection with the performance or contemplated performance of the Contract shall be limited to the price payable for the Goods under the Contract (excluding VAT);

(b) if the Company fails in breach of the Contract to deliver the Goods, for any reason other than described in Clause 8.5, the Company’s liability shall, subject to sub-clause (a) above, be limited to the amount (if any) by which the cost to the Customer (in the cheapest available market) of similar goods to replace those not delivered exceeds the price of those not delivered;

(c) the Company shall not be liable to the Customer in contract, tort or otherwise and irrespective of the negligence of the Company for any loss of profit, loss of business, depletion of goodwill or otherwise (in each case whether direct, indirect or consequential) or for any indirect or consequential loss or damage whatsoever and however caused, in each case which arise out of or in connection with the Contract;

(d) the Company shall not be liable in contract, tort or otherwise and irrespective of the negligence of the Company for any representations or advice given (under the Contract or otherwise) by or on behalf of the Company in connection with the Goods or the Contract.

8.5 The Company shall not be liable to the Customer if the Company is prevented from or delayed in performance of the Contract due to circumstances beyond its reasonable control, including without limitation acts of God, governmental actions, acts of terrorism, civil commotion, fire, explosion, flood, lock-outs, strikes or other labour disputes, delays affecting carriers or inability or delay in obtaining supplies of Goods, provided that, if the event or circumstance in question continues for a period in excess of 30 days, the Company may give notice in writing to the Customer to terminate the Contract without being liable to the Customer for any costs incurred or loss suffered resulting from the termination.

8.6 Nothing in these Conditions shall exclude or limit any liability of the Company, for death or personal injury caused by the Company’s negligence, or under section 2(3), Consumer Protection Act 1987, or for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability, or for fraud or fraudulent misrepresentation.

8.7 Without prejudice to the warranty in Clause 8.1, the Customer's sole remedy shall be in damages.

1. RISK AND TITLE

9.1 The risk in the Goods shall pass to the Customer (notwithstanding that the property may not have been passed to it) immediately that the Goods are delivered to the Customer in accordance with the Contract.

9.2 Notwithstanding delivery and the passing of risk in the Goods or any other provision of these Conditions, the title in the Goods shall not pass to the Customer until the Company has received payment in full (in cash or cleared funds) of all sums due or outstanding (including any interest) to the Company for (a) the Goods and (b) all other goods supplied or agreed to be supplied by the Company to the Customer.

9.3 Until title in the Goods passes to the Customer, the Customer shall hold the Goods as the Company’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and clearly identified as the Company’s property. Until that time (but subject to Clause 9.4) the Customer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Company for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Customer and third parties, and in the case of tangible proceeds, properly stored, protected and insured.

9.4 The Customer's right to possession of and to resell the Goods shall terminate immediately if:

(a) the Customer fails to make any payment to the Company on the due date

(b) the Customer convenes a meeting of creditors, or enters into liquidation (whether voluntary or compulsory) or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Customer or notice of intention to appoint an administrator is given by any person or a resolution is passed or a petition presented to any court for the winding-up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer;

(c) the Customer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Customer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Customer ceases to trade; or

(d) the Company has reasonable doubts as to the solvency of the Customer and so notifies the Customer in writing.

9.5 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership has not passed from the Company.

9.6 Until such time as the title in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold) the Company shall (without prejudice to any other available rights and remedies of the Company) be entitled at any time to require the Customer to deliver up the Goods to the Company and, if the Customer fails to do so forthwith, the Company may by its employees or agents (and the Customer grants the Company, its employees and agents an irrevocable licence at any time to) enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.

9.7 If the Company repossesses the Goods it may resell them. If the proceeds of the resale exceed the amount of the Customer’s indebtedness to the Company, however arising and including damages for breach of any contract or duty, the Company shall account to the Customer for such surplus.

9.8 The Customer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Company and if the Customer does so, all monies owing by the Customer to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.

9.9 The benefit and/or proceeds of any dealings with the Goods by the Customer in contravention of the Company’s rights shall be held in trust for the Company and any such proceeds shall be paid by the Customer into a separate bank account in the name of the Company.

9.10 The Company shall have a general lien over all property of the Customer in possession of the Company for all debts from such Customer howsoever and whatever arising.

1. TERMINATION

10.1 The Company may terminate the Contract with immediate effect by written notice to the Customer if the Customer:

(a) fails to pay any amount due to the Company on the due date;

(b) in breach of any other term of the Contract and fails to remedy such breach within 7 days of being notified of the breach; or

(c) suffers any of the events referred to in Clause 9.4.

10.2 In the event of termination in accordance with Clause 10.1, the Company shall have no further obligation to perform under the Contract and all monies due to the Company under the Contract (including for part performance of any Contract) shall be payable by the Customer.

1. RETURN GOODS

Goods are NOT supplied on a "Sale or return" basis unless agreed by the Company writing in advance.

The Company will not accept return of any Goods unless otherwise expressly agreed by the Company in writing. Any such agreement will be conditional upon (a) the Goods (when received by the Company) being in a good and resalable condition and (b) the Customer paying to the Company (simultaneously with the return of the Goods) a handling charge of 20% of the price of those Goods plus VAT. Under no circumstances will the Company accept returns of Goods which have been produced or sourced for or by the Company specifically to meet the Customer’s requirements.

1. GENERAL
   1. No indulgence granted or delay permitted by the Company shall constitute any bar to its enforcement of its rights at any time. No waiver by the Company of any breach of the Contract by the Customer shall be considered as a waiver for any subsequent breach of the same or any other provision of the Contract.

12.2 The Company shall not be obliged to pay to the Customer any money credited to the Customer in the Company’s books so long as the Company has any actual or prospective claim of any nature against the Customer.

12.3 If any part of these Conditions shall be found to be unreasonable, invalid or unlawful under any statute or rule of law, the Court or other competent tribunal shall have the power to strike out or over-ride that part, whether it be an entire clause or clauses or any part or parts thereof, to the extent that it be so found and no further, and the remainder of these Conditions shall not be affected thereby.

12.4 Notices relating to the Goods or the Contract shall be in writing and may be delivered by hand or sent by prepaid mail or registered mail or facsimile to the Company or the Customer (as the case may be) at its registered office or principal place of business.

12.5 Unless the Company gives its express consent in writing, the Customer shall not assign or transfer to any third party all or any part of the benefit and/or burden of this Contract.

12.6 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

1. The Contract shall be governed by and construed and performed in accordance with the law of England. The Customer agrees, for the Company’s exclusive benefit, that the English courts shall have sole jurisdiction to hear all claims or proceedings connected with the Goods or the Contract. The Company may nevertheless bring claims in any other courts of competent jurisdiction.

Revised August 2017