Stafford & Henshaw Ltd. General Terms & Conditions of Sale

1. Definitions

In these Terms:

“Buyer” means the person, firm, or company purchasing goods or services from the Seller.

“Seller” means Stafford & Henshaw Ltd t/a Penac of Great Britain (Company number 15674812) its employees, agents, and subcontractors.

“Goods” means the products or deliverables supplied by the Seller as set out in the relevant order or agreement.

“Contract” means the agreement between the Buyer and Seller for the sale and purchase of Goods incorporating these Terms.

“IPRights” means all intellectual property rights including but not limited to copyright, design rights, trade marks, patents, and rights in confidential information.

2. Formation of Contract

2.1 All quotations and offers by the Seller are made subject to these Terms, which shall form part of every Contract and shall prevail over any terms issued by the Buyer unless expressly agreed in writing.

2.2 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Terms.

3. Price and Payment

3.1 Prices are as stated in the Seller’s quotation or order confirmation and are exclusive of VAT unless otherwise stated.

3.2 Unless otherwise agreed in writing, payment shall be made in full within 30 calendar days from the date of order, irrespective of the delivery date.

3.3 Time for payment shall be of the essence.

3.4 If the Buyer fails to make any payment by the due date, the Seller shall be entitled to:

Suspend further deliveries;

Charge interest at 8% per annum above the Bank of England base rate (in accordance with the Late Payment of Commercial Debts (Interest) Act 1998);

Recover all costs and expenses reasonably incurred in the collection of overdue payments.

4. Delivery

4.1 Delivery dates are estimates only. Time shall not be of the essence unless agreed in writing.

4.2 Delivery shall take place when the Goods are delivered to the address specified by the Buyer or collected by the Buyer.

4.3 Risk in the Goods passes on delivery. Title shall remain with the Seller until full payment has been received in cleared funds.

4.4 The Seller shall not be liable for any loss or damage resulting from delay in delivery.

5. Intellectual Property

5.1 All IP Rights in the Goods, packaging, specifications, designs, artwork, documentation, and any material provided or developed by the Seller (whether independently or in collaboration with the Buyer) shall remain the exclusive property of the Seller unless expressly assigned in writing.

5.2 Where Goods are customised or developed for the Buyer, the Seller grants the Buyer a non-exclusive, royalty-free licence to use the resulting IP solely for the resale or use of those Goods.

5.3 The Seller reserves the right to use or adapt the designs or materials for other customers unless otherwise agreed.

5.4 The Buyer shall not reproduce, reverse engineer, copy, or use any IP belonging to the Seller for purposes outside the Contract without prior written consent.

6. Specifications and Quality

6.1 The Seller warrants that the Goods shall conform to their specification at the time of delivery and shall be of satisfactory quality and fit for their ordinary purpose.

6.2 The Seller makes no other warranties, express or implied, and any advice or recommendation given by the Seller is acted on at the Buyer’s own risk.

6.3 The Buyer shall inspect the Goods within 7 days of delivery and notify the Seller of any defects. Failure to do so shall be deemed acceptance.

6.4 Where Goods are shown to be defective due to the Seller’s fault, the Seller shall, at its option, repair, replace or refund the defective items. This shall be the Buyer’s sole remedy.

7. Liability

7.1 Nothing in these Terms limits the Seller’s liability for death or personal injury caused by negligence, fraud, or any other liability that cannot legally be limited.

7.2 Subject to 7.1:

The Seller’s total liability arising out of or in connection with the Contract shall not exceed the price of the Goods supplied;

The Seller shall not be liable for any indirect, consequential or economic losses, including but not limited to loss of profits, business, or goodwill.

7.3 The Buyer shall indemnify the Seller against all claims, liabilities, damages, or losses arising from misuse of the Goods or unauthorised alterations.

8. Retention of Title

8.1 Title in the Goods shall not pass to the Buyer until the Seller has received full payment in cleared funds.

8.2 Until title passes, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee and shall store the Goods separately and clearly identified as the Seller’s property.

9. Force Majeure

The Seller shall not be liable for delay or failure to perform any obligation under the Contract where such delay or failure is caused by circumstances beyond its reasonable control, including but not limited to strikes, supply chain disruption, war, fire, flood, or pandemics.

10. Confidentiality

10.1 All commercial or technical information disclosed by the Seller to the Buyer, including specifications and pricing, shall be treated as confidential and not disclosed to any third party without written consent.

10.2 This obligation survives the termination or completion of the Contract.

11. Termination

11.1 The Seller may terminate the Contract immediately if the Buyer:

Fails to pay on time;

Commits a material breach and fails to remedy it within 14 days of notice;

Becomes insolvent or subject to insolvency proceedings.

11.2 Termination shall not affect any accrued rights or liabilities of either party.

12. Governing Law and Jurisdiction

These Terms and any Contract formed shall be governed by the laws of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the English courts.

13. Entire Agreement

These Terms constitute the entire agreement between the parties and supersede all previous communications or agreements. No variation shall be valid unless made in writing and signed by both parties.