1. About these terms
1.1 In these terms, "we", "us" and "our" means Tulip Studio Products Co Ltd, a company registered in England and Wales (company number 05364988), of Unit 4 Keyhill Business Park, Kingsbury Road, Erdington, Birmingham B24 9PT. "You" means the business buying goods from us.
1.2 These terms apply to every order you place with us and every delivery we make to you. They apply instead of any terms you put forward, unless we agree otherwise in writing. By placing an order or accepting a delivery, you accept these terms.
1.3 We supply businesses only. We do not sell to consumers on these terms.
2. Orders
2.1 An order becomes binding when we confirm it in writing or deliver the goods, whichever happens first.
2.2 We may decline any order. We may require payment in advance before accepting an order or making a delivery, in particular for new accounts or where an account is overdue.
3. Prices and payment
3.1 Prices are those in our current price list or quotation and are exclusive of VAT, which you must pay at the applicable rate.
3.2 Unless we have agreed otherwise in writing, you must pay each invoice in full within 30 days of the invoice date, in cleared funds, without any deduction or set-off.
3.3 If you pay late, we may charge statutory interest and fixed compensation, and recover our reasonable costs of recovery, under the Late Payment of Commercial Debts (Interest) Act 1998.
3.4 If any invoice is overdue, we may suspend further deliveries and require payment in advance for any new order until your account is up to date.
4. Delivery and risk
4.1 Delivery dates are estimates. We will try to meet them but are not liable for reasonable delays.
4.2 Risk in the goods passes to you on delivery.
4.3 Please check deliveries on arrival and tell us in writing of any shortage or damage within 5 working days of delivery.
5. Retention of title
5.1 Ownership of the goods does not pass to you until we have received payment in full, in cleared funds, of all sums you owe us on any account.
5.2 Until ownership passes, you hold the goods on our behalf, and you must:
- store them separately and so that they remain readily identifiable as our property;
- not remove or obscure any identifying marks or packaging;
- keep them insured for their full price; and
- on request, tell us where the goods are and in what quantities.
5.3 You may resell the goods in the ordinary course of your business until that right ends. It ends automatically if any sum you owe us is unpaid on its due date, if you stop trading, or if any step is taken towards your administration (including filing a notice of intention to appoint administrators), liquidation, receivership, voluntary arrangement or a moratorium. It also ends if we give you written notice.
5.4 When that right ends, you must stop selling the goods and deliver them to us on request. You give us and our agents an irrevocable licence to enter any premises where the goods are kept to inspect and recover them.
5.5 We may sue for the price of the goods once payment is due, even though ownership has not passed.
6. Faulty goods
6.1 If goods are faulty when delivered, tell us in writing within 14 days of delivery and, if we ask, return them to us. Our only obligation is to replace the goods or refund their price, at our choice.
6.2 Our total liability for any order is limited to the price of the goods in that order. We are not liable for loss of profit, loss of business or any indirect loss.
6.3 Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot be limited by law.
7. Insolvency
If any of the events in clause 5.3 happens, all sums you owe us become immediately due, and we may suspend or cancel any undelivered orders.
8. General
8.1 Any change to these terms must be agreed in writing by us.
8.2 These terms and any dispute arising from them are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
Questions about these terms: info@tulipstudio.co.uk or +44 (0) 121 384 7006.