Terms and Conditions
The Conditions shall apply to all contracts for the purchase of Goods by the Client from the Firm to the exclusion of all other terms and conditions including any terms or conditions which the Firm may purport to apply under any sales offer or similar document or in correspondence. These Conditions constitute the entire understanding between the Client and the Firm with respect to the subject matter covered by the contract of purchase and supersede all previous agreements and understandings between the parties. In these Conditions, unless the context requires otherwise: ‘the Firm’ means Thomas Mansfield Limited whose registered office is First Floor, 121 123 Mount Pleasant Road, Tunbridge Wells, Kent, TN1 1QG; ‘Goods’ means the videos, DVD’s, written documents, CD’s, or other materials described in the Contract; ‘the Client’ means the person, firm or company with whom the Contract is made by the Firm, whether directly or indirectly through an agent or factor who is acting for or instructed by or whose actions are ratified by such person firm or company; ‘the Contract’ means the Firm’s quotation for the sale, rental or supply of the Goods and any document referred therein, these Conditions, the Firm’s acknowledgement of the Client’s order for the Goods and the Client’s order for the Goods, and if there shall be any inconsistency between the documents comprising the Contract they shall have precedence in the order herein listed. ‘Provision’ means the sale, rental or preview of Goods. ‘Conditions’ means these terms and conditions
1 Conditions applicable
1.1 These Conditions shall apply to all contracts for the provision of Goods by the Firm to the Client to the exclusion of all other terms and conditions including any terms and conditions which the Client may purport to apply under any purchase order, confirmation of order or similar document. 1.2 Any order submitted for any Goods either through the website or otherwise is a binding offer to purchase those goods on these Conditions. Oral orders are accepted only at the Client’s risk and the Firm’s interpretation of any oral instructions will be considered and agreed by the Client to be correct and valid. 1.3 All orders for Goods shall be deemed to be an offer by the Client to purchase hire or preview Goods pursuant to these Conditions. 1.4 A quotation by the Firm does not constitute an offer. Any offer by the Firm to sell any Goods is open for acceptance for 14 days from and including the date of that offer unless otherwise specified in such offer.
The Client shall not be entitled to cancel or modify any order submitted by it or to return any goods delivered by the Firm without the Firm’s written consent. If the Firm agrees to the cancellation or return of Goods, the Client shall be liable to pay to the Firm an amount as specified by the Firm (minimum of 25% of invoice value of goods or £25 whichever is the greater) together with all costs of handling, carriage, insurance and packing in relation to delivery of the Goods and arranging for return of the Goods to the Firm. Any credit amount due to the Client is not refundable but will be held by the Firm to set off against future invoicing. Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Client’s acceptance of these Conditions. 1.5 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Firm.
2 Price and payment
2.1 Unless otherwise agreed, the price for any Goods shall be the Firm’s quoted or advertised list price at the time the goods are invoiced to the Client. 2.2 All prices are exclusive of value added tax and any other taxes and duties which will be payable in addition at the rate current at the time of invoice. 2.3 The prices for the Goods exclude carriage and packaging. The price for carriage and other delivery costs is for the delivery of one programme of the Goods in a single consignment to a United Kingdom mainland address during normal working hours. Otherwise, the costs of delivery of the Goods elsewhere or more than one programme in more than one consignment shall be an additional charge to the Client. 2.4 The Firm shall be entitled to decide the method of carriage. If the Client requests a method of carriage, then it shall pay for any additional charges, costs and expenses incurred by the Firm. 2.5 The Firm will invoice the Client for the Goods on or at any time after the Goods have been despatched to the Client. 2.6 Unless payment has been made by credit card, payment of the price and VAT shall be due 30 days from the date of the Firm’s invoice. 2.7 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 4% above National Westminster Bank Plc’s base rate from time to time in force and shall accrue at such a rate after as well as before any judgment.
3 Title
3.1 The Goods shall be at the Client’s risk as from delivery. 3.2 When the Goods are purchased, in spite of delivery having been made title in the Goods shall not pass from the Firm until: 3.2.1 the Client shall have paid the price plus VAT in full; and 3.2.2 no other sums whatever shall be due from the Client to the Firm. 3.3 Until title in the Goods passes to the Client in accordance with this clause the Client shall hold the Goods and each of them on a fiduciary basis as bailee for the Firm. The Client shall store the Goods (at no cost to the Firm) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Firm’s property. 3.4 When the Goods are rented or previewed, the Goods shall remain the property of the Firm and title shall not pass to the Client under any circumstances.
4 Delivery
4.1 The Goods will be delivered to the Client at the address specified by the Client. 4.2 Any dates quoted for delivery of the Goods are approximate only and the Firm shall not be liable for any delay in delivery of the goods however caused. 4.3 The Goods shall be delivered by courier or first class mail. In the case of delivery by courier the Goods shall be deemed to have been delivered upon the day of delivery and in the case of delivery by first class mail, two working days after posting. 4.4 The Firm shall not be liable to the Client for any loss or damage whatever due to failure by the Firm to deliver the Goods (or any of them) promptly or at all. 4.5 The Firm shall not be liable to the Client for late delivery or short delivery of the Goods. 4.6 No Goods delivered to the Client which are in accordance with the contract will be accepted for return without the prior written approval of the Firm on terms to be determined at the absolute discretion of the Firm.
5 Copyright
5.1 The copyright and any other intellectual property rights in the Goods shall at all times remain vested in the Firm. 5.2 The Client shall not copy the whole or any part of the Goods in any circumstances unless specifically authorised to do so by the Firm. Such authorisation will be expressly identified in the Goods themselves. 5.3 The Goods are intended for the sole use of the Client and may not be shown or reproduced publicly without the express written permission of the Firm. 5.4 The Goods must not be loaned, sold, rented or otherwise distributed to any other person or organisation by the Client. 5.5 Should the Client be a consultant then the Client shall have a licence to use the Goods for training purposes only providing at all times the Goods shall remain under the control of the Client and not be loaned, rented, sold or otherwise to the Client’s customers. Any such licence shall not be assigned or transferred by the Client to any other person or organisation. The Client shall not create a sub-licence for use by any other person or organisation. 5.6 The Client shall immediately inform the Firm if it becomes aware of any unlawful infringement of the Firm’s copyright.
6 Return of rented Goods and Goods for preview
6.1 Should the Goods not be returned to the Firm at the end of the rental or preview period the Client shall pay the Firm the sum of £95 plus VAT for every additional day the Goods remain unreturned to the Firm.
7 Implied conditions and express representations about quality or fitness
7.1 All terms, conditions, warranties and representations (whether implied or made expressly) whether by the Firm, its servants or agents or otherwise relating to the quality and/or fitness for the purpose of the Goods or any of the Goods are excluded to the fullest extent permitted by law.
8 Liability
8.1 The information contained in the Goods is for guidance only and does not purport to constitute legal or professional advice. The information given is by way of illustration only as it might affect a particular set of circumstances. Information relates to circumstances prevailing at the date of the Goods’ inception and may not have been updated to reflect subsequent developments. 8.2 Except in respect of liability for death or personal injury caused by the Firm’s negligence (for which no limit or exclusions of liability shall apply), the Firm’s aggregate liability, whether for damages, payments of compensation or by way of indemnity or of any nature howsoever arising under or in relation to the Contract (including as a result of negligence) shall be limited to the total sum or sums paid by or on behalf of the Client to the Firm for its Goods. 8.3 The Firm shall not be liable in respect of loss of profits, business, revenue, goodwill or anticipated savings or indirect or consequential loss or damage (whether caused by negligence or otherwise) or any act, omission or breach of contract of the Client, the Client’s employees, agents or sub-contractors.
9 General exclusion of Firm’s liability for indirect loss
9.1 The Firm shall be under no liability whatever to the Client for any indirect loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by the Client of this contract.
10 Website
10.1 The Firm will attempt to ensure that the information available on the website at any time is accurate. However, the Firm will not be held liable for any errors or omissions. The Firm will use all reasonable endeavours to correct errors and omissions as quickly as practicable after becoming aware or being notified of these.
10.2 Any description of the Goods on the website, are for the sole purpose of giving an approximate description of the goods.
11 Force Majeure
11.1 The Firm shall not be in breach of the Contract if there is any total or partial failure of performance by it of its duties and obligations under this contract occasioned by any act of God, fire, act of government or state, war, civil commotion, insurrection, embargo, prevention from or hindrance from obtaining any raw materials or energy, sickness or other cause beyond its reasonable control. 11.2 If the Firm is unable to perform its duties and obligations under the Contract as a direct result of the effect of one or more of such causes the Firm shall give written notice to the Client of such inability stating the cause in question. The operation of these Conditions shall be suspended during the period in which the cause continues to have effect. 11.3 As soon as reasonably practicable upon the cause ceasing to have effect the Firm shall give written notice to the Client. 11.4 If the cause continues to have effect for a period of more than seven working days the Client shall have the right to terminate the Contract upon giving ten working days written notice of such termination to the Firm but such notice shall not take effect if the Firm gives notice to the Client within that period that the cause has ceased to prevent the operation of the Contract.
12 General
12.1 The Firm may from time to time change, alter, adapt, add or remove portions of these terms and conditions but if it does so it will post any such changes on the website. 12.2 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of this Agreement and the remainder of the provision in question will not be affected. 12.3 English law will apply to these Conditions and the parties agree to submit to the non-exclusive jurisdiction of the English courts. 12.4 The headings in this Agreement are for convenience only and will not affect their interpretation. 12.5 The Client authorises the Firm to display the client’s name on its marketing materials.
