Terms & Conditions Of Sale

HISTORY AND HERALDRY LTD TERMS AND CONDITIONS OF SALE

History and Heraldry Limited whose registered office is at 2, Denby Way, Hellaby Industrial Estate, Rotherham, S66 8HR (company number 3230109) is pleased to accept orders subject to Terms and Conditions of sale as stated below. Subject to any variation under the next sentence, the contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which you purport to apply under any purchase order, confirmation of order, or other document). Unless expressly agreed in writing by all applicable parties any alteration to these conditions will not apply and for the avoidance of doubt we do not trade on a sale or return basis.These Terms and Conditions of sale along with the details of the goods ordered on any order form comprise the contract between you and us. Each order or pro forma order for goods by you from us shall be deemed to be an offer by you to buy goods subject to these conditions. In this contract “you” and “your” as appropriate refer to the buyer and “us”, “our” and “we” refers to the seller, History and Heraldry Ltd.“Days” refers to calendar days.

DESCRIPTION
All samples, descriptive matter, specifications and advertising issued by us and any descriptions or illustrations contained in our catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the goods described in them.They shall not form part of the contract

RISK AND DELIVERY OF GOODS In normal circumstances

1. Any dates specified by us for delivery of the goods are intended to be an estimate

   and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time. Any delay shall not entitle you to terminate or rescind the contract unless such delay exceeds 90 days.

2. The risk in the goods passes to you once the goods are delivered.

3. Goods will be delivered to the delivery address supplied by you.You are

   considered to have given authority to accept a delivery on your behalf to any

   person who actually accepts delivery at the delivery address.

4. If we deliver in instalments to you then each instalment is a separate contract. Each separate instalment shall be invoiced and paid for in accordance with the

   provisions of the contract. If payment in full is not made at the proper time for orders which have already been delivered then we may withhold or cancel delivery of any other of your orders which have not yet been delivered.

5. If we are unable to deliver the goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:

1. 5.1  risk in the Goods shall pass to you (including for loss or damage caused by our negligence);

2. 5.2  the Goods shall be deemed to have been delivered; and

3. 5.3  we may store the Goods until delivery, whereupon you shall be liable for all

   related costs and expenses (including, without limitation, storage and insurance).

6. Our prices exclude delivery charges, insurance to transit and taxes. We will charge you extra for transport, packaging, taxes and insurance as applicable unless

   otherwise stated

7. Our liability for non-delivery of the Goods shall be limited to replacing the

   Goods within a reasonable time or issuing a credit note at the pro rata contract rate against any invoice raised for such Goods

PRICES
All prices are quoted exclusive ofValueAddedTax (“VAT”) in the applicable price list. VAT will be added to all invoices at the then current rate applicable at the tax reference point.The tax reference point will be the date of the invoice.

PAYMENT
Unless otherwise stated you will be invoiced at the time the order is dispatched and all invoices must be paid within 30 calendar days of the invoice date (“due date”).Time for payment shall be of the essence. No payment shall be deemed to have been received until we have received cleared funds
If you have not paid by the due date then:-

1. We will be entitled to charge you interest at 3% above the current base lending

   rate of Lloyds Bank, compounded daily on the amount outstanding until it has

   been paid in full; and

2. We will be entitled to sue you for the money and our costs incurred whether or

   not property in the goods has passed to you. If you have a dispute or counterclaim with us you will not be entitled to make any reduction in or deferment of payment because of that dispute or counterclaim.

WARRANTY
All goods supplied by us are warranted to be of satisfactory quality within the meaning of the Sale of Goods Act 1979 and to be of sound workmanship and materials and suitable for the purpose for which they are designed under fair conditions.
You acknowledge that you have not relied on any statement or promise made by us or on our behalf which is not set out in the contract, but we do not exclude or limit our liability for fraudulent misrepresentation

LIABILITY
the following provisions set out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of:

1. any breach of these conditions;

2. any use made or resale by you of any of the Goods, or of any product

   incorporating any of the Goods; and

3. any representation, statement or act or omission including negligence arising

   under or in connection with the contract.

All warranties, conditions and other terms implied by statute or common law (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.
Nothing in these conditions excludes or limits our liability:

1. a)  for death or personal injury caused by our negligence; or

2. b)  under section 2(3), Consumer Protection Act 1987; or

c) for any matter which it would be illegal for us to exclude or attempt to exclude our liability; or

d) for fraud or fraudulent misrepresentation.
Subject to the provisions above:
our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the contract shall be limited to the contract price (or at our discretion the provision of replacement goods or the issue of a credit note against any goods); and
we shall not be liable to you for loss of profit, loss of anticipated savings, or depletion of goodwill in each case whether direct, indirect or consequential, which arise out of or in connection with the contract.
In order to make a claim under Warranty you must notify us of the fault and return the goods to us in the same condition as they were delivered to you carriage paid within 30 days of the delivery date. For the avoidance of doubt, any faults shall not have been caused by your misuse of the goods or your negligent handling of them.

FORCE MAJEURE
We reserve the right to cancel an order or suspend or delay delivery of it without being liable for any loss or damage if supply of the goods is prevented or delayed by reason of war (whether declared or not), civil strife, riots, adverse weather conditions, fire, flood, labour disputes, accidents or any other causes or circumstances beyond our control.

SHORTAGES, DAMAGES, DISCREPANCIES, LOSS IN TRANSIT
We will at our discretion refund, replace or issue a credit note where goods have been lost, wrongly delivered, damaged in transit there is short supply of an order.We will only consider claims if made in writing (including by email) to us within 3 days of the date of delivery. If goods have been damaged or supplied short, then you must keep those goods in one place, separate from any other goods and let us inspect them if we wish before we decide what action to take. If a whole consignment of goods is lost then you must inform us in writing within 10 days of the invoice date.

RETENTION OF TITLE
a) Notwithstanding delivery of the goods, we will still own all goods until we have

received in full (in cash or cleared funds):
i) all sums due to us in respect of the goods; and
ii) all other sums which are or which become due to us from you on any account. b) Insurance: after delivery and until payment (as above) you must keep the goods

fully insured.
c) We are entitled to recover payment for the goods notwithstanding that

ownership of any of the goods has not passed from us.
d) Recovery of Goods:We may enter your premises without notice and access and

recover the goods which are subject to retention of title. As between you and us, this sub-clause constitutes your authority for us to enter the premises of any other person holding the goods on your behalf and on whose property the

goods may be and to access and remove the goods.
e) Stands provided for the display of our goods remain our property and must be

returned at our request.

YOUR BANKRUPTCY OR DEFAULT
If:-
1. You fail to honour any of your obligations to us under the contract or you breach

them; or
2. any distress or execution is levied on you: or
3. you offer to make an arrangement with your creditors or commit any act of

bankruptcy or if any petition on bankruptcy is presented to you, or (if you are a listed company) a resolution or petition to wind up such a company (other than for the purpose of amalgamation or reconstruction) is passed or presented we will have the immediate right to terminate in writing this and any contract we currently have with you without prejudice to any claim or right we might otherwise have.

ENTIRE AGREEMENT AND WAIVER
This agreement constitutes the entire agreement between the parties. All prior agreements, offers, warranties, and conditions, whether express or implied statutorily or otherwise, and representations, statements, negotiations, understandings, and undertaking either written or oral (unless made fraudulently) are superseded and excluded from this contract and no reliance can be made upon them
Any failure or delay by us in enforcing or partially enforcing any provision of the contract shall not be construed as a waiver of any of our rights under the contract and any waiver by us of any breach or default under any provision of the contract by you shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the contract.

ASSIGNMENT
You shall not assign or otherwise transfer the contract without our prior written consent (such consent shall not be unreasonably withheld) but we may assign the contract or any part of it to any person, firm or company.

RIGHTS OF THIRD PARTIES
No one other than the parties to this contract shall be entitled to enforce any term under it against either of the parties under the Contracts (Rights of Third Parties) Act 1999.

NOTICES
Any notices under this contract shall be sent by recorded or registered delivery to the appropriate registered office address(es) (or in the case of a sole trader or partnership, to the proprietor address) and shall only be affected when received at that address.

INTERPRETATION AND VALIDITY
The construction, validity and performance of this contract will be governed by English laws, and the English courts will have exclusive jurisdiction.The interpretation of any clause or sub-clause above will not in any way be limited or restricted by reference to or inference from any other clause or sub-clause. If for any reason one clause or sub-clause is unenforceable according to its terms then the others will remain in full force of effect.