General Terms and Conditions
by Better Future Factory
Supplier: Upstream Trophies by Better Future Factory b.v.
- APPLICATION OF THESE TERMS
1.1. These terms take precedence over any terms which may be provided by the Buyer. In accepting delivery of any Products, the Buyer shall be deemed to have agreed that these terms apply to the Contract.
1.2. No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Supplier.
2.1 Quoted prices are nett, ex works.
2.2 Prices will be quoted in Euro unless prior agreement is made for payment to be made in another currency.
2.3 Prices are exclusive of applicable value added tax which the Buyer shall be additionally liable to pay to the Supplier.
2.4 The Supplier reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Products to reflect any increase in the cost to the Supplier which is due to any factor beyond the control of the Supplier such as, market and currency fluctuations.
3.1 Normally next-day carrier charged at a cost (dependent on weight and size of consignment). Orders for export will be supplied ex-works.
3.2 The Supplier will use all endeavors to achieve a delivery date, which may have been quoted either by the Supplier or by the Buyer, but if a courier company is delayed or there is an unforeseen situation that causes a delay, the Supplier accepts no liability for consequential loss.
- RISK AND PROPERTY
4.1. Risk in the Products or any part of the Products shall pass to the Buyer upon leaving the Supplier’s premises.
4.2. Property in the Products shall not pass from the Supplier to the Buyer until the Buyer has paid all sums due from the Buyer to the Supplier at the time when the price for the Products falls due for payment.
4.3. The Supplier retains all intellectual property rights in its designs unless expressly assigned to the Buyer in writing. For the avoidance of doubt the Buyer acknowledges that it may not copy the Supplier’s designs or make or design products to the Supplier’s designs or based on the Supplier’s designs, whether commissioned or not.
- ENGRAVING AND PRINTING
5.1 Whilst the Supplier will make every effort to meet client’s specifications for size, position and finish of engraving, this may vary from product to product and is at the Suppliers discretion.
5.2 Engraving is normally by laser. Printing is normally done by UV printing.
5.3 Origination is normally a one-off charge.
5.4 Visuals may be charged for at the Suppliers discretion.
6.1 The Supplier does not supply presentation boxes as standard for their Products but boxes can be added to the order at additional cost.
6.2 Where boxes are supplied the Supplier cannot be held responsible for any damage caused by a carrier.
7.1 Strictly 21 days nett from date of invoice for existing accounts based on order history of over 2 years (subject to credit check).
7.2 All new business will be strictly on pro-forma basis. Manufacture will only commence on receipt of full payment (or part payment if previously agreed with the supplier).
7.3 The Supplier reserves the right not to process orders if an account is outside their terms.
7.4 The Supplier reserves the right to charge interest at 2.5% per calendar month on any accounts remaining unpaid beyond the 21 days credit period.
7.5 Any query concerning the Supplier’s invoice must be made by the Buyer within seven (7) days of the Buyer’s receipt of the invoice and failing any such query being raised within such period the Buyer will be deemed to have accepted that the details shown on the Supplier’s invoice are correct.
7.6. If any Products are ordered by the Buyer on terms that they should be delivered to the Buyer when requested by the Buyer, the Supplier shall be entitled to invoice the Buyer one year after the date of the Contract for any Products not requested by the Buyer for delivery prior to that date.
8.1 Samples are on loan for one month and are not normally chargeable.
8.2 The Supplier reserves the right to charge for any samples not returned or returned damaged.
9.1. All Products will be guaranteed against defects of materials or workmanship apart for those that can be construed as artistic detailing or minor defects as a result of working with recycled materials
9.2 All Products will function substantially in accordance with the specification for that part published by the Supplier at the time the Contract is entered into for a period twelve (12) months from the date of sale.
9.3 No liability will be accepted for Products where they have been engraved or adjusted by a third party.
9.4 The Supplier shall be under no liability in respect of any defect in the Products arising from any drawing, design or specification supplied by the Buyer;
9.5 The Supplier shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Supplier’s instructions (whether oral or in writing), misuse, improper installation, alteration or repair of the Products without the Supplier’s approval;
9.6 Any claim by the Buyer which is based on any short shipment or defect in the quality or condition of the Products or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Supplier within three (3) working days from the date of delivery. If the Buyer does not notify the Supplier accordingly, the Buyer shall not be entitled to reject the Products and the Supplier shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Products had been delivered in accordance with the Contract.
9.7 Where any valid claim in respect of any of the Products which is based on any defect in the quality or condition of the Products or their failure to meet specification is notified to the Supplier in accordance with these Conditions, the Supplier shall be entitled to replace the Products (or the part in question) free of charge or, at the Supplier’s sole discretion, refund to the Buyer the price of the Products (or a proportionate part of the price), but the Supplier shall have no further liability to the Buyer.
9.8 Except in respect of death or personal injury caused by the Supplier’s negligence, the Supplier shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Supplier, its employees or agents or otherwise) which arise out of or in connection with the supply of the Products or their use or resale by the Buyer, except as expressly provided in these Conditions.
9.9 The Supplier’s liability to the Buyer in respect of the Contract or in connection with the supply of the Products shall not exceed the price for the Products paid by the Buyer.
10.1 The Buyer may not cancel the Contract without the prior written consent of the Supplier.
10.2 The Buyer shall bear the cost of all expenses incurred by the Supplier in respect of the Contract prior to the date of cancellation.
10.3 The Supplier reserves the right to dispose of cancelled or returned goods at their discretion.
If the event for which the trophies are intended is postponed due to Covid-19 or other circumstances beyond your control:
11.1 Any items which have already been manufactured or part manufactured will need to be paid for in full within 21 days of the original agreed delivery date on the order for existing accounts.
11.2 Any monies paid on a pro-forma basis will be held and the awards scheduled for delivery as per the new agreed delivery date or held until a new date is agreed.
- FORCE MAJEURE
12.1 The Supplier shall not be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond the Supplier’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:
12.1.1 explosion, flood, tempest, fire or accident;
12.1.2 epidemics or similar events
12.1.3 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
12.1.4 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
12.1.5 import or export regulations or embargoes;
12.1.6 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Supplier or of a third party);
12.1.7 difficulties in obtaining raw materials, labour, fuel, parts or machinery; or
12.1.8 power failure or breakdown in machinery.
- DATA PROTECTION
During the term of the Agreement, the parties acknowledge and agree the Supplier may access, receive, generate, store and/or otherwise process personal data in order to fulfill its obligations under this Agreement. The type of personal data that Supplier may be required to process under this Agreement includes names, addresses and other contact information.